CONTENTSbharatpetroresources.in/pdf/OurFinancial/annual-report...Brief Resume of Directors seeking Appointment / Re-appointment at the 9th Annual General meeting Name Shri Ajay Kumar

BPRL ANNUAL REPORT 2015-16

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CONTENTS

Particulars Page

Board of Directors ............................................................................................................................003

Notice to Members ...........................................................................................................................004

Directors’ Report ..............................................................................................................................008

Financial details of the Subsidiary Companies ............................................................................031

Secretarial Audit Report ..................................................................................................................033

Comments of the Comptroller & Auditor General of India .....................................................041

Independent Auditor’s Report .......................................................................................................043

Balance Sheet & Statement of Profit & loss ................................................................................050

Cash Flow Statement .......................................................................................................................052

Independent Auditor’s Report on Consolidated Financial Statements ...................................072

Consolidated Balance Sheet & Statement of Profit & Loss ........................................................078

Consolidated Cash Flow Statement ..............................................................................................080

BHARAT PETRORESOURCES LIMITED

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BankersState Bank of IndiaBNP Paribas

Statutory AuditorsM.B.Agrawal & Co, Chartered Accountants

Secretarial AuditorsDholakia & Associates LLPCompany Secretaries

Registered OfficeBharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate,Mumbai 400001Tel : 022-22714000 Fax : 022-22713874CIN : U23209MH2006GOI165152

Corporate Office‘E’ Wing, 9th Floor,Maker Towers, Cuffe Parade, Mumbai 400005 Tel : 022-22175600 Fax : 022-22154364

Area Office1, Ranganathan Garden 11th Main Road, Anna Nagar, Chennai 600040Tel : 044-26216869Fax : 044-26142175

MAP OF VENUE


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Management TeamBoard of Directors

S. Varadarajan

Mary Jacob (w.e.f. 18.8.2015 upto

(10.3.2016)

Pankaj Kumar Director (Finance) (w.e.f. 31.7.2015)

Ajay Kumar V. Director (Operations & Business Development)

(w.e.f. 21.5.2015)

Dr. Praphullachandra Sharma(w.e.f. 11.3.2016)

B. K. DattaD. Rajkumar Managing Director

P. Balasubramanian

Milind S. PatkePresident

(Assets & Services)

Arun K. Singh President

(Africa & Australasia) (upto 31.7.2015)

P. C. SivaPresident (Services)

(upto 30.6.2016)

Indranil Mittra Vice-President

(Finance) (upto 31.7.2015)

Mahesh Narain Vice-President (Assets) India

Easwaran Mahadevan Vice-President

(Assets)

Barnali Tokhi Vice-President

(Technical)

Prasanna Kumar Sahoo Chief Manager

(Finance)

Narendra DixitCompany Secretary


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NOTICE TO THE MEMBERS

Notice is hereby given that 9th Annual General Meeting of the members of Bharat PetroResources

Limited will be held at the Registered office of the Company at Bharat Bhavan, 4&6 Currimbhoy

Road, Ballard Estate, Mumbai 400001, on Tuesday, 30th August, 2016, at 1130 hrs to transact

the following Businesses:-

Ordinary Business

1. To receive, consider and adopt the audited financial statements (including the audited

consolidated financial statements) of the Company for the financial year ended 31st March

2016, the reports of the Board of Directors and Statutory Auditors.

2. To appoint a Director in place of Shri Ajay Kumar V. (DIN No 05160445) who retires by

rotation. Shri Ajay Kumar V. being eligible, offers himself for re-appointment.

3. To fix the remuneration of the Statutory Auditors for the financial year 2015-16 and to

authorise Board of Directors to fix the remuneration of the Statutory Auditors of the

Company for subsequent financial years.

To consider and, if thought fit, to pass the following Resolution, with or without

modifications, as an Ordinary Resolution:-

“RESOLVED that pursuant to the provisions of Section 142 and other applicable

provisions, if any, of the Companies Act, 2013, remuneration of the Statutory Auditors as

appointed by the Comptroller & Auditor General of India (C&AG) under Section 139 of

the said Act, be and is hereby approved at ` 5,75,000, in addition to the actual reasonable

travelling and out of pocket expenses and service tax as applicable, for the financial year

2015-16.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby

authorised to fix the remuneration of the Single/Joint Statutory Auditors of the Company,

as appointed by the C&AG for the financial year 2016-17 and for the subsequent financial

years, as may be deemed fit by the Board”.


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SPECIAL BUSINESS

4. Appointment of Dr. Praphullachandra Sharma as Director

To consider and, if thought fit, to pass the following Resolution, with or without modifications, as an Ordinary Resolution:-

“RESOLVED that pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, Dr. Praphullachandra Sharma (DIN 07468198) who was appointed as additional Director w.e.f. 11th March 2016 and in respect of whom the company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member, proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation.”

Registered Office:

Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai - 400 001 Date: 29th July 2016 Tel: 022-22714000 Fax: 022-22713874 CIN No U23209MH2006GO1165152

By Order of the Board For Bharat PetroResources Limited

Sd/- (Narendra Dixit)

Company Secretary

Notes:-

1. The Explanatory Statement under Section 102 of the Companies Act, 2013, in respect of the item of Special Business is annexed hereto.

2. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies, in the alternative, to attend and vote instead of himself and such proxy need not be a Member. Proxies, in order to be effective, should be duly completed & affixed with the revenue stamp and be deposited at the Registered Office of the Company not less than forty eight hours before commencement of the Meeting. A person can act as proxy on behalf of the members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as proxy for any other person or shareholder.


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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No.4 Appointment of Dr. Praphullachandra Sharma as Director

Dr. Praphullachandra Sharma was appointed as Additional Director by the Board of Directors, under the provision of Articles 9 and 11 of the Articles of Association of the Company, read with Section 161 of the Companies Act, 2013, with effect from 11th March 2016. He has attended all four Board meetings held after his appointment.

Being Additional Director, Dr. Praphullachandra Sharma holds office upto the date of the ensuing Annual General Meeting. The Company has received a notice, u/s 160 of the Companies Act, 2013 from a member, proposing his name as Director of the Company. His brief resume containing age, qualification, experience etc is attached.

Dr. Praphullachandra Sharma is not disqualified from being appointed as Director in terms of the Section 164 of the Companies Act, 2013. He neither holds any share in the Company nor has any relationship with other Directors and Key Managerial Personnel of the Company.

Except Dr. Praphullachandra Sharma, no other Director, Key Managerial Personnel or their relatives are interested in the Resolution.

The Directors recommend the Resolution at Item No 4 for the approval of the members of the Company.

By Order of the Board For Bharat PetroResources Limited

Sd/- (Narendra Dixit) Company Secretary

Registered Office:

Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai - 400 001 Date: 29th July 2016 Tel: 022-22714000 Fax: 022-22713874 CIN No U23209MH2006GOI165152


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Brief Resume of Directors seeking Appointment / Re-appointment at the 9th Annual General meeting

Name Shri Ajay Kumar V. Dr. Praphullachandra Sharma

Date of Birth 3rd March 1960 22nd May 1978

Date of Appointment 21st May 2015 11th March 2016

Qualifications M.Sc.(Geology) with first rank from University of Kerala

Bachelor of Ayurvedic Medicine and Surgery from University of Kuvempu, Karnataka

Experience in specific functional areas

Shri Ajay Kumar V has vast experience of 33 years in various facets of upstream industry spanning from wellsite operations, exploration and development drilling, field development studies and preparation of FDP for discoveries, resources & reserve estimates for prospects and fields, Techeconomic assessments, subsurface mapping and interpretation leading to discoveries in India and abroad. Prior to taking over as Director (Ops & BD) in BPRL, he was General Manager in ONGC Videsh Ltd with experience of around eight years in Business Development leading to key asset acquisitions for ONGC Videsh ltd and a Director on the Boards of ONGC Mittal Energy India Ltd and ONGC Mittal Energy Services India Ltd.

Dr Praphullachandra Sharma served in the Government District Hospital, Shimoga, Karnataka from the year 2001 to 2003. Subsequently, he entered Indian Foreign Service in the year 2006. He served in the Ministry of External Affairs on India-Sri Lanka bilateral affairs. He was also posted at the Embassy of India(EoI) Brussels, Belgium. The EoI Brussels covers India’s relationship with the European Union, Belgium and Luxembourg apart from several other international organization that are located in Brussels such as World Trade Organization and NATO. Since January 2016, he holds position as Deputy Secretary in the International Cooperation Division, Ministry of Petroleum and Natural Gas.

Directorships held in other Companies

Directori) Bharat PetroResources JPDA Ltdii) BPRL International Singapore

Pte Ltdiii) Taas India Pte Ltdiv) Vankor India Pte Ltd

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Memberships / Chairmanships of Audit Committee

MemberAudit Committee, Bharat PetroResources JPDA Ltd

--

No. of Shares held in the Company

Ten --


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DIRECTORS’ REPORT

The Directors present their 9th Report of Bharat PetroResources Limited (BPRL) for the financial year ended 31st March 2016:-

OPERATIONS OF THE COMPANY

The operations of BPRL are carried out through subsidiaries and joint ventures both, incorporated and unincorporated, in India and abroad. BPRL, currently, has participating interest (PI) in seventeen Blocks spread across six Countries. Out of seventeen blocks, seven blocks are located in India which were acquired under different rounds of New Exploration Licensing Policy (NELP) and ten blocks are located overseas. Most of the blocks are in advanced stages of exploration, appraisal and pre-development. The total area of these seventeen blocks is around 24,375 sqkm of which approx 88% is offshore.

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 50% stake in IBV Brasil Petroleo Limitada, which currently holds PI ranging from 20% to 40% in six 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. Further, BPRL has a wholly owned subsidiary company, Bharat PetroResources JPDA Limited in India which holds a PI of 20% in Block-JPDA 06-103, in Timor Leste. The PIs in Blocks in Brazil, Mozambique, Indonesia, Timor Leste are held through these subsidiaries. Further, the PI in respect of Blocks in India and Australia are held by BPRL alongwith other consortium members.

BPRL and its consortia have a total of 22 discoveries in respect of Blocks held in five countries i.e. Brazil, Mozambique, Indonesia, Australia and in India.

Recently, as concrete steps towards fulfillment of its aspiration for revenue generation, BPRL has signed definitive agreements to acquire stakes in companies in Russia which have Oil & gas producing assets in their portfolio. Subsequently, in May 2016, BPRL has formed another wholly owned subsidiary company i.e. BPRL International Singapore Pte Ltd in Singapore for enabling the acquisition of stakes in the Companies in Russia. Further, BPRL International Singapore Pte Ltd has formed two Joint Venture Companies as Special purpose vehicles(SPV) i.e. Taas India Pte Ltd and Vankor India Pte Ltd in May 2016 alongwith Oil India Ltd and Indian Oil Corporation Ltd with BPRL International Singapore Pte Ltd holding 33.0 % stake in each of the two SPVs to hold stakes in the Companies in Russia.

From Exploration to Appraisal to Pre-development and now with stake in producing assets, BPRL is moving up the Hydrocarbon value chain in addition enhancing its skill base through Operatorship in an onland Block in Cauvery Basin, India. Also, senior G&G staff have been recruited, to enhance and complement the existing inhouse skills.

As on 31st March 2016, BPRL has an authorized share capital of ` 3,000 crore and paid up share capital of ` 2,920 crore which is entirely held by Bharat Petroleum Corporation Limited(BPCL), the holding company. BPRL has recorded consolidated income of ` 17.30 crore and a consolidated loss of ` 248.31 crore for the financial year ending 31st March, 2016.


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The consolidated loss was due to relinquishment of PI in few blocks as prospectivity assessed based on drilling results in these blocks was very poor.

The Comptroller and Auditor General of India (C&AG) has vide letter dated 25th July 2016 which is enclosed to the Directors’ Report as Annexure E, stated that on the basis of the audit, nothing significant has come to their knowledge which would give rise to any comment upon or supplement to the Statutory Auditor’s report.

MANAGEMENT DISCUSSION AND ANALYSIS

1. Industry structure and developments

There was substantial drop in the price of crude oil in the past year due to various reasons including high production by the Oil Producing and Exporting Countries (OPEC), the United States and Russia coupled with low demand. Further, natural gas prices have been decreasing in countries around the world. This is one of the most dramatic changes the sector has experienced in decades. In view of the same, the outlook for the upstream sector is likely to remain subdued due to continued depressed oil and gas prices for some more time. However, it is expected that going forward the situation could see a change as demand picks up.

As per estimation from U.S. Energy Information Administration(EIA), Global consumption of petroleum and other liquid fuels is expected to increase by 1.4 million b/d in the year 2016 and by 1.5 million b/d in the year 2017 mostly driven by growth in countries outside of the Organization for Economic Cooperation and Development (OECD). Non-OECD consumption growth is expected to be 1.3 million b/d in the year 2016 and 1.5 million b/d in the year 2017. EIA estimates that global petroleum and other liquid fuels inventory builds will average 0.9 million b/d in the year 2016. Similarly, EIA expects continued strength in India’s consumption growth of petroleum and other liquid fuels, to drive year-on-year increases of 0.3 million b/d in the years 2016 and 2017.

2. Strength and Weaknesses

BPRL deals with the operators of international repute, multinational companies, national oil companies and International Government Authorities and some of the major Operators with proven track record have recognized BPRL as ‘preferred partner’. As a lead operator in Cambay Block CB-ONN-2010/8, BPRL is gaining experience of handling all the operations of the project. BPRL has been supported by BPCL, a Navratna & Fortune 500 company. BPRL has 22 discoveries in five countries.

At present, the revenues are not generated since all the blocks are under exploration / appraisal / pre-development. BPRL, being a Government Company and wholly owned subsidiary of BPCL, requires to depend largely on BPCL and Govt. of India for major decisions such as investment, strategy etc. As on date, BPRL does not have any production accruing to it as most of the discovered assets are in the appraisal stage or final stage of development.


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3. Opportunities and Threats

There is an increase in the demand for crude oil and petroleum products in India. In view of discoveries and PI in various blocks, BPRL will have significant opportunities for growth in India and abroad. Further, BPRL has signed definitive agreements to acquire stakes in companies in Russia, which is a big leap towards fulfillment of its aspiration for revenue generation.

The decline of international oil prices continued in the current year. Besides, increasing competition, change in Government policies, crude price volatility, macro economic conditions, exchange rate fluctuations, delay in obtaining regulatory approvals from Government are some of the other factors that BPRL may encounter. Political changes in Brazil and depressed oil prices could have an impact in the development of deepwater discoveries of Brazil. There will be impact on business due to changing health of the big operators in some of the consortium.

4. Outlook

BPRL has PI in various blocks in India and abroad in consortium with world renowned companies. BPRL’s discoveries in Mozambique and Indonesia are on the threshold of development planning with respective operators working out the detailed plan of development while the discoveries in Brazil continue to be in the appraisal stage. The Field Development plan of the Madanam discovery submitted by ONGC, the Operator and BPRL has been approved by DGH, the Regulator. Development activities have commenced and BPRL is likely to start revenue generation from this Indian Block in the next fiscal.

In addition, BPRL has signed definitive agreements to acquire stakes in companies in Russia. The acquisition of equity stake in the Russian assets may also lead to revenue generation immediately, on closing, expected in the next fiscal. From Exploration to Appraisal to Pre-development, and now with acquisition of stakes in companies in Russia, BPRL is moving up the Hydrocarbon value chain and has also enhanced its skill base through Operatorship in onland block.

5. Risks and Concerns

BPRL operates in varied environments geologically, politically & geographically leading to uncertainties such as non commerciality of discoveries, change in fiscal regime, additional taxes, technology risk, long tenure for execution of projects, HSE and increase in government share or restrictions on exports of oil & gas etc. BPRL is non operator in most of the blocks and the respective Operator of the block manages the risk relating to technology and HSE. Further, the variations between the estimates of Crude oil and natural gas reserves and actual recoveries can be significant. BPRL could have additional financial burden in view of weak financial condition of some of BPRLs partners in the blocks. There would be a huge funding requirements for BPRLs major projects in Brazil and Mozambique which are moving ahead toward the appraisal/development stage.


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BPRL will be investing in the Russian Companies wherein there could be difficulties in obtaining international sanctions, funds from banks, etc. due to certain types of sanctions by U.S. & ECI on Russia.

BPRL has in place a Risk Management Policy.

6. Internal Control systems and their adequacy

BPRLs internal control systems are commensurate with the nature of its business and the size & complexity of its operations and ensures the efficiency, reliability and completeness of accounting records and compliance of applicable laws and regulations. Further, all transactions adheres to the requisite procedures, policies and are in accordance with the statutory requirements. The Internal Audit of BPRL and BPRL group for the financial year ended 2015-16 was carried out by the team of Internal Audit in BPCL headed by ED(Audit), BPCL. In addition, Independent Audit for Blocks in Mozambique, Brazil and Australia was carried out by them. Internal Auditor has not reported any significant findings.

7. Discussion on financial performance with respect to operational performance

Performance details pertaining to various blocks have been covered suitably in the Report.

8. Material developments in Human Resources/Industrial Relations front, including number of people employed

BPRL comprises optimum combination of professionals from different background such as geology, engineering, finance etc. During the year, BPRL has created separate cell for Human Resources which looks after the activities relating to manpower, administration etc. Most of the employees in BPRL are deputed from the parent Company i.e. BPCL. The activities relating to Human Resources are looked after in line with the policies of BPCL. All necessary training, programmes, are conducted for Human resources development to operate in international environment. Further, senior Geoscientists are engaged as consultants to add values to its projects and to evaluate new projects. The total approved manpower of BPRL including 4 consultants is 50. BPRL is also planning to increase its manpower through induction of more specialists like production engineers, facilities engineers, HSE engineers, as it moves to become a producing company and handle more Blocks as Operator.

9. Environmental Protection and conservation, Technological conservation, Renewable energy developments, Foreign Exchange conservation

BPRL is lead Operator of one on-land block situated in Cambay basin and a Joint Operator in two on-land blocks situated in Jaisalmer Basin, Rajasthan and Cambay basin in Gujarat. In the other blocks including Foreign Blocks, BPRL is consortium partner and hence not directly involved in the execution of works related to the Blocks and the Operator of respective block performs the activities related to Environmental Protection and conservation, Technological conservation, Renewable energy developments, Foreign Exchange conservation etc.


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In on land Block in Cambay basin, the Environmental Clearance (EC) has been obtained from Ministry of Environment & Forest (MOEF) for the operations of the Block. Further, consent to Establish (CTE) from Gujarat Pollution Control Board (GPCB) for drilling of wells was also obtained. BPRL has followed all the GPCB norms for the operations of the said Block and submitted compliance report from time to time to statutory authorities.

10. Corporate Social Responsibility

At present, BPRL is in the stage of exploration/appraisal/pre-development and there are no profits recorded during the financial year. Accordingly, no expenditure is being incurred on the Corporate Social Responsibility (CSR) by BPRL directly. However, BPRL is a consortium member of various blocks wherein the activities related to CSR are undertaken by the Operator.

In terms of the Companies Act, 2013, CSR committee shall comprise minimum three Directors including at least one Independent Director. Accordingly, BPRL will be able to reconstitute the CSR committee after receiving nomination of Independent Directors from Govt. of India.

CURRENT STATUS OF BLOCKS

BLOCKS ACQUIRED THROUGH FOREIGN SUBSIDIARY COMPANIES

MOZAMBIQUE

BPRL, through its overseas subsidiary company, holds 10% participating interest (PI) in the Mozambique Area 1 Block. The other consortium members in the Block are Anadarko 26.5% (Operator), Beas Rovuma Energy Mozambique Limited (10 % PI), ONGC Videsh Limited (10%), PTTEP AI (8.5% PI) and Mitsui E&P Mozambique Area 1, Limited (20% PI). The balance 15% PI is with Empressa Nacional de Hidrocarbonetos E.P (ENH), the National oil Company of Mozambique.

Mozambique LNG is emerging as a global LNG leader with approximately 75 Tcf of recoverable natural gas resources discovered to-date, in the Offshore Area 1 of Mozambique. The consortium has made significant advancements in the world-scale LNG development. The consortium is planning an initial development of approximately 12 MMTPA (2x6 MMPTA onshore liquefaction trains) and a site plan that will facilitate future expansions to more than 50 MMPTA.

For early monetization of the project the consortium is working concurrently on three processes. The first of them is negotiations with the government on a legal and contractual framework that would provide stability to the project throughout its life. Concurrently, the consortium is making steady progress to secure long term Sale Purchase Agreements for ~8 MMTPA of LNG with premium Asian buyers. Also, the consortium is progressing project financing debt of approximately 2/3rd of the total capital required. To date, the consortium has made considerable progress on all these fronts.


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An agreement has been secured with the Government of Mozambique for the land where the onshore LNG park will be located. The Front End Engineering Design (FEED) is complete. For the offshore gathering system, the selection process has been narrowed down 2 contractors and a final selection is expected in the near future. Reserves have been independently certified and approval for the Environmental Impact Assessment has been obtained. The consortium is also well advanced in preparing for resettlement and has taken actions to prepare for operations, through local recruitment and training, site preparation work and improvements to the local infrastructure. The consortium plans an FID when the elements are in place to bring value to the project, viz: the agreements with the Government that make up the legal and contractual framework, sales and purchase agreements with the customers, and the project financing. Taken together these elements, which are all linked, will provide certainty for the project. From a construction perspective, the consortium is positioning the project to deliver first cargoes from an onshore LNG development early next decade. This schedule, however, remains dependent on the delivery of the remaining legal and contractual framework, offtake agreements and project financing debt. BPRL, through its subsidiary i.e. BPRL Ventures Mozambique BV has positioned its Country Manager in Mozambique. Recently, the Branch office of the Subsidiary company has started operations in Maputo.

BRAZIL

IBV Brasil Petroleo Limitada (incorporated in Brazil) a joint venture company of BPRL Ventures BV, and Videocon Energy Brazil Ltd, a foreign subsidiary of Videocon Industries Limited, holds 6 blocks in 3 concessions in Brazil. 5 out of 6 blocks are operated by Brazil’s National Oil Company Petrobras, and 1 block is operated by Anadarko Petroleum Corporation, USA.

Sergipe Alagoas (BM-SEAL-11) concession

In the Sergipe Alagoas basin, a new oil province was established in the ultra deep waters with the Barra discovery in the year 2010. The promising potential of blocks in Sergipe Alagoas Basin was established through 5 additional discoveries namely Barra#1, Farfan & Cumbe, Farfan ADR, Farfan#3 ANP, the Brazilian Regulator, has approved 4 appraisal plans in BM-SEAL-11.

During the year, drilling of Cumbe#2 appraisal well under Cumbe appraisal plan, seismic reprocessing/interpretation on the new 3D broadband seismic data, pre-development engineering studies and other geological & geophysical studies were carried out. The Cumbe#2 well indicated gas show of 6.3m in Maastrictian level and water bearing Campanian reservoirs.

Pre-development engineering studies towards studying / exploring the various options for development of the Barra and Farfan discoveries were progressed. The operator has obtained approval from ANP, the Brazilian upstream regulator, for extension of appraisal activities upto December 2020 and for equalization of deadlines of various appraisal plans.

Potiguar (BM-POT-16) concession

In the Potiguar Basin, G&G studies are ongoing in respect of Ararauna exploration well and consortium has approached ANP, the Brazilian regulator for deferring the drilling by commitment of new 3D seismic in this concession. The farm-in of British Petroleum (BP) with 30% participating interest has been approved by ANP during the year.


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Campos (BM-C-30) concession

In the Campos Basin, integration of well data to seismic data, velocity modeling and other G&G studies are ongoing in respect of two appraisal wells having good oil shows. Pre-FEED engineering studies have been completed. Extension of Wahoo appraisal plan was approved by ANP upto the year 2022, with a decision date for contingent long term test in the year 2018.

INDONESIA

BPRL Ventures Indonesia BV, has Participating Interest (PI) of 12.5% in Nunukan Block PSC. Other Joint Venture (JV) partners are PT Pertamina Hulu Energi with 64.5 % PI as Operator; and Videocon Indonesia with 23 % PI. There has been discovery of oil and natural gas in Badik 1 well and HC discovery confirmed in all appraisal wells. The Plan of Development (POD) for Nunukan PSC in Indonesia has been approved by both the Regulator SKKMigas and the Ministry of Energy and Mineral Resources, Govt. of Indonesia. The Consortium plans to start FEED, Gas Marketing negotiations and other activities to arrive at Final Investment Decision in the block.

BLOCK ACQUIRED THROUGH INDIAN SUBSIDIARY

Bharat PetroResources JPDA Limited (the Company) was incorporated as a wholly owned Subsidiary Company of BPRL and operates as a Special Purpose Vehicle as required under the terms on which Block JPDA 06-103 was awarded to consortium in the year 2006 by the Autoridade Nacional do Petroleo of Timor Leste. The Company currently holds 20% participating interest (PI) each, in this block. The other consortium members are Videocon JPDA 06-103 Limited & GSPC JPDA Limited, both holding 20% PI, Pan Pacific Petroleum (JPDA 06-103) Pty Limited holding 15% PI, Oilex Limited (as Operator) holding 10% PI and Japan Energy E&P JPDA Pty Limited holding 15% PI in the said block.

In view of the uncertainty arising out of arbitration proceedings by Timor Leste Government against Govt. of Australia with regard to the ‘Certain Maritime Arrangements in Timor Sea’, (CMATS) Treaty, the Joint Venture (JV) had submitted its request to ANP for termination of PSC without claim or penalty. After granting few temporary suspension of PSC, ANP delivered its notice to terminate the PSC and imposed Contractor’s Liability upon Termination. The termination was accepted by the JV while liabilities upon termination are under negotiation for amicable settlement.

BLOCKS IN INDIA

i) NELP IV Block:

BPRL has PI of 40% in on land Block CY-ONN-2002/2 in Cauvery Basin wherein ONGC is Operator with PI of 60%. In the said Block, post discovery of oil & gas in MD#3 well, the consortium has completed drilling of two appraisal wells MD-5 and MD-6. The first appraisal well, MD-5 flowed Gas from both basement and Kamalapuram formation and the second appraisal well MD-6 flowed oil/gas from Kamalapuram formation. The Field Development Plan (FDP) of the Block has been approved by MoP&NG and accordingly grant of Petroleum Mining Lease (PML) for 140 sq.km. of Block area is in final stages of approval with Tamil Nadu State Government.


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The commercial production from the block area shall commence on granting of PML by the State Government. During the year 2016-17, major developmental activities towards production of oil and gas including drilling of development wells are planned to be taken up.

ii) NELP VI Block

BPRL has PI of 20% in an onland Block, CY-ONN-2004/2 wherein ONGC is Operator with PI of 80%. The consortium has completed drilling of two appraisal wells for the discovery well PN-8. Post approval of Declaration of Commerciality (DOC), the Field Development Plan (FDP) of the block for PN-8 discovery has been submitted which is being reviewed by DGH. The drilling of one exploratory well in exploration phase II is nearing completion. During the financial year 2016-17, development activities related to PN-8 discovery is likely to be taken up on approval of FDP.

iii) NELP VII Block:

BPRL has PI of 33.33% in RJ/ONN/2005/1 on land Block in Rajasthan as Joint operator with Hindustan Oil Exploration Company Ltd with PI of 33.33%. IMC is the other partner with PI of 33.33%. All Minimum Work Program (MWP) activities related to acquisition, processing and interpretation of 2D / 3D seismic data have been completed in this Block.

The consortium has requested for reduction of well programme due to delay in obtaining clearance from environmental authorities. The matter is under discussion with Govt. of India and DGH.

iv) NELP IX Blocks

Operated Block :

BPRL is a lead Operator with 25% PI in the Block CB-ONN-2010/8 in Cambay Basin, Gujarat. The other consortium members of the Blocks are GAIL (India) Ltd as Joint Operator with PI of 25%, Engineers India Ltd with PI of 20%, BF Infrastructure Ltd with PI of 20% and Monnet Ispat & Energy Ltd with PI of 10%.

In line with the MWP, the seismic data acquisition, processing and interpretation is already completed in the Block. After review of the interpreted data, the consortium had decided to drill four exploratory wells initially. The site preparation and drilling activities in respect of first two exploratory well have been completed. Based on the results of the two wells, the consortium has plans to drill another two exploratory wells, during the financial year 2016-17.

Non-Operated Blocks:

BPRL has PI of 25% in an on-land Block in Cambay basin, Gujarat, PI of 20% in on land Block in Assam – Arakan basin & PI of 20% in shallow water Block in Mumbai Basin. BPRL is the Joint Operator in the Block in Cambay Basin along with GAIL India Ltd. In other two Blocks in Assam- Arakan & Mumbai Basin, Oil India Limited is the Operator.

In Cambay basin Block, drilling activities for MWP wells are in progress. In Assam-Arakan Block, the processing of acquired data is in final stages and subsequently interpretation of data shall be taken up to identify the drillable prospects in the Block. In Mumbai basin, the interpreted data is being critically reviewed to decide on the presence of drillable prospect with commercial viability in the Block area.


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OTHER FOREIGN BLOCKS

AUSTRALIA:

BPRL has a PI of 27.803% in Block EP - 413 (on land) in consortium with Norwest Energy NL, (the Operator with PI of 27.945%) and ARC Energy, 100 % subsidiary of Australia Worldwide Exploration, with PI of 44.252 %. This Block is being explored for Shale gas/tight gas. As a part of the Renewal Phase work commitment, acquisition of 3D seismic data has been carried out over 105 sq kms of the block area. The JV has been granted a six months extension to the Second Permit year so that it can evaluate the seismic data completely before committing to well drilling in third year. The second permit year was extended until February 2016 and thus the renewal phase is extended by six months and will now end in February 2019. JV had sought variation of Work Program of third Permit Year by changing it to commercial studies, instead of well drilling and same has been granted. Drilling has accordingly been shifted to 4th Permit year.

UNITED KINGDOM:

BPRL had a PI of 25% in 48/1b & 2c (offshore UK) with consortium partners Premier Oil (Operator) with PI of 25%, Verus Petroleum (formerly known as Bridge Energy) with PI of 25% and Tata Petrodyne Ltd with PI of 25%. The consortium has withdrawn from the License at the completion of the phase in view of project risks. The balance liabilities for the plug and abandonment of the well would be fulfilled in due course.

RUSSIA:

BPRL along with Oil India Limited (OIL) and Indian Oil Corporation Limited (IOCL), acting jointly as the Indian Consortium, signed definitive agreement in March 2016 to acquire participatory shares representing 29.9% of the charter capital of LLC “TYNGD”, a Company organized under the law of Russian Federation, from LLC RN Razvedka I Dobycha, a wholly-owned subsidiary of Rosneft Oil Company, the National Oil Company (NOC) of Russia. Further, an MoU was signed in March 2016 between Rosneft and the consortium of BPRL, OIL and IOCL for joint evaluation of certain other assets of Rosneft in Russia.

In addition to the above, a Heads of Agreement (HoA) was signed in March 2016 for evaluation of 23.9% participatory shares in the CJSC Vankorneft by the consortium of OIL, IOCL and BPRL with Rosneft Oil Company. CJSC Vankorneft, a company organized under the laws of the Russian Federation, is the owner of Vankor Field and North Vankor license. Further, definitive agreement was signed in June 2016 for acquisition of 23.9 % shares of the charter capital of JSC Vankorneft.

BPRL has formed another wholly owned subsidiary company i.e. BPRL International Singapore Pte Ltd in Singapore for enabling the acquisition of stakes in the Companies in Russia. Further, BPRL International Singapore Pte Ltd has formed two Joint Venture Companies as Special purpose vehicles(SPV) i.e. Taas India Pte Ltd and Vankor India Pte Ltd in May 2016 alongwith Oil India Ltd and Indian Oil Corporation Ltd with BPRL International Singapore Pte Ltd holding 33.0 % stake in each of the two SPVs to hold stakes in the Companies in Russia.

These acquisitions are subject to relevant Board, Government and regulatory approvals and are expected to close by September 2016.


17

BPRL currently has a substantial portfolio of discovered assets most of which are progressing to development stage. In order to have a balanced portfolio and revenue generation, BPRL is in the final stages of acquiring stake in producing assets in Russia. All these efforts would shortly result in steady stream of revenue generation adequate to support a balanced portfolio of assets thereby turning BPRL into a self-sustaining / revenue generating company.

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31st March 2016.

FIXED DEPOSITS

BPRL has not accepted any Fixed Deposits during the financial year 2015-16.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report of the Company as required under the DPE Guidelines on Corporate Governance is enclosed as Annexure D. The forward looking statements made in this report are based on certain assumptions & expectations of future events. The Directors cannot guarantee that these assumptions are accurate or these expectations will materialize.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

BPRL, being a Government Company, the provisions of Section 134(3)(e) of the Companies Act, 2013 regarding the disclosure of details of company’s policy on Directors appointment and other matters under Section 178(3) are not applicable. The appointment of Directors are made as per the nomination from the Govt. of India. Further, information in respect of the ratio of the remuneration of each director to the median employee’s remuneration and other details such as particulars of employees remuneration are not required to be given in terms of Section 197 of the said Act read with Rules, as BPRL is a Government Company.

NUMBER OF MEETINGS OF THE BOARD

There were 12 meetings of the Board held during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is enclosed as Annexure A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details regarding Loans, guarantees or investments in terms of Section 186 of the Companies Act, 2013 are covered suitably, in the notes 1, 10 & 11 to the standalone financial statements provided in the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no contracts or arrangements made with related parties in terms of Section 188(1) of the Companies Act, 2013.


18

IMPLEMENTATION OF RISK MANAGEMENT

BPRL has Risk management policy. The risks are identified, categorized from high risk to low risk and requisite actions are taken by the concerned team to mitigate the risks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and materials orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

HUMAN RESOURCES

BPRL comprises optimum combination of professionals from different background such as Geology, Engineering, Finance etc. At present, majority of all the employees of BPRL have been assigned from the holding company i.e. BPCL wherein the guidelines from the Government with regard to reservation and other welfare measures to Schedule Caste, Schedule Tribes and other Backward classes, Sexual Harassment of Women Act, 2013, Disability Act 1995, employment opportunities to persons with disabilities are complied with. The employees of BPRL are governed by the policies applicable in BPCL.

CITIZENS’ CHARTER, OFFICIAL LANGUAGE & FULFILLMENT OF SOCIAL OBLIGATIONS, RIGHT TO INFORMATION ACT, 2005, PUBLIC PROCUREMENT POLICIES FOR MICRO & SMALL ENTERPRISES, 2012

All possible steps are being taken with regard to Citizens Charter, Official Language implementation, fulfillment of Social Obligations and Right to Information Act, 2005 and Public Procurement policy for Micro & Small Enterprises, 2012, with the support of the holding company, BPCL.

MEMORANDUM OF UNDERSTANDING WITH BPCL

BPRL has entered into a Memorandum of Understanding (MOU) with BPCL for the financial year 2016-17. BPRL has achieved an “Excellent” rating for its performance till the financial year ended 2014-15.

VIGILANCE

Corporate Vigilance guidelines are applicable to BPRL. The Chief Vigilance Officer of BPCL looks after the activities of BPRL and its Indian subsidiaries. All the assistance is given to Chief Vigilance Officer by BPRL.

INFORMATION OF SUBSIDIARY COMPANIES

BPRL has prepared consolidated financial statements of the Company and all its subsidiaries, joint ventures in terms of Section 129(3) of the Companies Act, 2013, which forms part of the report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is enclosed as Annexure B. The statement also provides the details of performance, financial positions of each of the subsidiaries. The Audited Annual Accounts of Subsidiary Companies and related detailed information are open for inspection by any member at the Registered Office. These documents would be made available on request, to any of the members.


19

During the financial year 2015-16, no company has become/ceased to be subsidiaries, joint venture / associate company of BPRL. Subsequently, in May 2016, BPRL has formed a wholly owned subsidiary company i.e. BPRL International Singapore Pte Ltd in Singapore for enabling the acquisition of stakes in the Companies in Russia. Further, BPRL International Singapore Pte Ltd has formed two Joint Venture Companies as Special purpose vehicles(SPV) i.e. Taas India Pte Ltd and Vankor India Pte Ltd in May 2016 alongwith Oil India Ltd and Indian Oil Corporation Ltd with BPRL International Singapore Pte Ltd holding 33.0 % stake in each of the two SPVs to hold stakes in the Companies in Russia.

The Directors have not received any remuneration or commission from any of its subsidiaries.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures.

2. 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 2016 and of the profit and loss of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

5. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

The provisions of Section 134(3)(p) of the Companies Act, 2013 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. Accordingly, BPRL, being a government Company, the above provisions are not applicable.

DIRECTORS

Dr. Praphullachandra Sharma, Deputy Secretary (International Cooperation), Ministry of Petroleum & Natural Gas was appointed as Additional Director with effect from 11th March 2016. Being Additional Director, he holds office till the ensuing Annual General Meeting. The notice under Section 160 of the Act has been received from a member proposing his name for appointment as Director at the ensuing Annual General Meeting.


20

Smt. Mary Jacob, Deputy Secretary (Admin & CA), Ministry of Petroleum & Natural Gas, was appointed as Additional Director with effect from 18th August 2015 and being Additional Director, held office up to the date of last Annual General Meeting held on 24th August 2015. She was again reappointed as Additional Director by the Board with effect from 24th August 2015. She relinquished the office as Director with effect from 11th March 2016. The Directors have placed on record their appreciation and gratitude for the valuable contributions made by her in the deliberations of the Board meeting.

Shri D. Rajkumar was appointed as additional Director and also as Managing Director w.e.f. 3rd July 2015, in terms of his appointment from Govt. of India. The members have appointed him as Director at the Annual General Meeting held on 24th August 2015.

Shri Ajay Kumar V. was appointed as additional Director and also as Director (Operations & Business Development) w.e.f. 21st May 2015, in terms of his appointment from Govt. of India. The members have appointed him as Director at the Annual General Meeting held on 24th August 2015.

Shri Pankaj Kumar was appointed as additional Director and also as Director (Finance) w.e.f. 31st July 2015, in terms of his appointment from Govt. of India. The members have appointed him as Director at the Annual General Meeting held on 24th August 2015. He acts as a Chief Financial Officer of the Company.

As required under the Companies Act, 2013, Shri Ajay Kumar V, Director (Ops & BD) will retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-appointment as Director at the said meeting.

AUDIT COMMITTEE

Presently, the Audit Committee of BPRL comprises Shri S.Varadarajan, Shri B.K.Datta and Shri P.Balasubramanian as members. Shri S. Varadarajan acts as the Chairman of the Committee. The Audit Committee is functioning in accordance with the terms of reference set out for it by the Board of Directors.

STATUTORY AUDITORS

M/s M.B. Agrawal & Co, Chartered Accountants were appointed as Statutory Auditors of BPRL for the financial year ended 31st March 2016, by the C&AG under the provisions of Section 139 of the Companies Act, 2013. They will hold office till the ensuing Annual General Meeting. The Auditors’ Report does not contain any qualification, reservation or adverse remark. The C&AG has appointed the said firm as Statutory Auditors again for the financial year ending 2016-17.

SECRETARIAL AUDITOR

The Board has appointed M/s Dholakia & Associates LLP, Company Secretaries to conduct the Secretarial Audit of the company for the financial year ended 31st March 2016, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Auditor’s report for the financial year 2015-16 is enclosed as Annexure C.


21

The Secretarial Audit Report contains observations about non compliance of the provisions of the Companies Act, 2013, with regard to appointment of Independent Directors, constitution/reconstitution of Audit Committee, Corporate Social Responsibility Committee, Remuneration & Nomination Committee; and appointment of woman Director in terms of the said Act for part of the financial year 2015-16. BPRL, being a Government Company, the appointment of Independent Directors and woman Director can be made after receiving nominations from Govt. of India. BPRL has appointed a woman Director, as Govt. Nominee Director, for part of the year after receiving nomination from Govt. of India. Since, the woman Director has relinquished the office as Director, the Govt. of India has been approached suitably for nomination of Independent Directors including woman Director. After receiving nomination from Govt. of India, BPRL will be able to comply with the above requirements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

BPRL is a lead Operator in one on land Block in Cambay basin, Gujarat and a joint Operator in two other on land Blocks one each in Rajasthan and Gujarat. In the other blocks, BPRL is not directly involved in the execution of works related to the blocks. Also, BPRL is not the Operator in any of the blocks held in foreign countries.

The sources of energy used by the Company for operations in the various Blocks predominantly are Electricity, Diesel and Motor Spirit. These sources are monitored by the respective head of Blocks on a continuous basis.

The provisions of the Companies Act, 2013, relating to the technology absorption are not applicable at this stage of BPRL’s operations. The details of foreign exchange earned in terms of actual inflows and foreign exchange outgo during the year in terms of actual outflows are given below:-

Earning /Gain in Foreign Exchange : ` 176.56 lakhForeign Exchange Outgo : ` 644.42 lakh

ACKNOWLEDGEMENTS

The Directors gratefully acknowledge the support and guidance received from various ministries of the Government of India & State Governments, Directorate General of Hydrocarbons, particularly from the Ministry of Petroleum & Natural Gas, and from BPCL, the parent company in BPRL’s operations and developmental plans.

For and on Behalf of the Board of Directors

Sd/- (S. Varadarajan)

Chairman

Date : 29th July, 2016 Place : Mumbai


22

Annexure A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN U23209MH2006GOI165152

ii) Registration Date 17th October 2006

iii) Name of the Company Bharat PetroResources Ltd

iv) Category / Sub-Category of the Company Company Limited by Share / Indian Government Company

v) Address of the Registered office and contact details

Bharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai-400001 Tel: 022-22713000 Fax: 022-22713874

vi) Whether listed company No

vii) Name, Address and Contact details of Registrar and transfer Agent, if any

Not applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

The Company was incorporated as a wholly owned subsidiary of BPCL under its Navratna powers on 17th October, 2006 with the main objective of undertaking exploration and production of oil & gas. The Company has participating interest in 17 blocks spread across six Countries.


23

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No

Name and Address of the Company

CIN/GLN Holding / Subsidiary /

Associate

% of shares held

ApplicableSection

1 Bharat Petroleum Corporation LimitedBharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001

L23220MH1952GOI008931 Holding Company

100% Section 2(46)

2 Bharat PetroResources JPDA LimitedBharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001

U23209MH2006GOI165279 Subsidiary Company

100% Section 2(87)

3 BPRL International BV Haaksbergweg 71, 1101 BR Amsterdam, The Netherlands

N.A. Subsidiary Company

100% Section 2(87)

4 BPRL Ventures BVHaaksbergweg 71, 1101 BR Amsterdam, The Netherlands


100% Section 2(87)

5 BPRL Ventures Mozambique BV Haaksbergweg 71, 1101 BR Amsterdam, The Netherlands


100% Section 2(87)

6 BPRL Ventures Indonesia BV Haaksbergweg 71, 1101 BR Amsterdam, The Netherlands


100% Section 2(87)


24

IV.

SHA

RE

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LDIN

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ATT

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f Sha

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held

at t

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the

year

(1st

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No.

of S

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s he

ld a

t the

end

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year

(31st

Mar

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%

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duri

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Dem

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otal

% o

f To

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Dem

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divi

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tral

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d)

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Bank

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f) A

ny O

ther

Sub-

tota

l (A

) (1)

:-

0 0 0 0 0 0 0

0 0 026

2000

2610 0 60

2620

0026

70

0 0 026

2000

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70

0 0 010

0%0 0

100%

0 0 0 0 0 0 0

0 0 029

2000

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0 0 029

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2000

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0 0 0 1

00% 0 0

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%

0 0 0 0 0 0 0 0

(2

) Fo

reig

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a)

N

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d)

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/ FI

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A) (

2):-

Tot

al s

hare

hold

ing

of P

rom

oter

(A) =

(A)(1

)+(A

)(2)

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0 0 0 0 0 010

0%

0 0 0 0 0 0 0

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2000

2670

0 0 0 0 0 029

2000

2670

0 0 0 0 0 010

0%

0 0 0 0 0 0 0


25

Cat

egor

y of

Sha

reho

lder

sN

o. o

f Sha

res

held

at t

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of

the

year

(1st

Apr

il 2

015)

No.

of S

hare

s he

ld a

t the

end

of t

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year

(31st

Mar

ch 2

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%

Cha

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duri

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Dem

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% o

f To

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es

Dem

atPh

ysic

alT

otal

% o

f To

tal

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es

B.

Publ

ic S

hare

hold

ing

1.

In

stit

utio

ns

a)

M

utua

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ds

b)

Ba

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/ FI

c)

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tral

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t

d)

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ate

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t(s)

e)

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ture

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f)

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g)

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h)

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( spe

cify

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b-to

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):-

0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0

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0 0 0 0 0 0 0 0 0 0

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2.

N

on-I

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orp.

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26

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27

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ri A

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ri P

anka

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ar (

Incr

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on

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sfer

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3000

0000

010 10 0 0

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3A

t the

end

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he y

ear (

as o

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Bhar

at P

etro

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pora

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Shri

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ajku

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join

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PCL

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join

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Shri

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. Siv

a jo

intly

with

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jay

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ar V

. joi

ntly

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anka

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ri N

aren

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it jo

intly

with

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2920

0026

1010 10 10 10 10 10

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2920

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1010 10 10 10 10 10

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(iv) S

hare

hold

ing

Patt

ern

of to

p te

n S

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ers

(oth

er th

an D

irec

tors

, Pro

mot

ers

and

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ders

of G

DR

s an

d A

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s):

Sl.

No.

For e

ach

of th

e T

op 1

0 Sh

areh

olde

rs

Shar

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ding

at t

he b

egin

ning

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the

year

Cum

ulat

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Shar

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ding

du

ring

the

year

No.

of s

hare

s%

of t

otal

sha

res

of th

e C

ompa

nyN

o. o

f sha

res

% o

f tot

al s

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s of

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pany

1A

t the

beg

inni

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f the

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on (1

.4.2

015)

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00

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ate

wis

e In

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se /

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reas

e in

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re h

oldi

ng d

urin

g th

e ye

ar s

peci

fyin

g th

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ason

s fo

r in

crea

se /

dec

reas

e (e

.g.

allo

tmen

t / tr

ansf

er /

bon

us /

sw

eat e

quity

etc

):

00

00

3A

t the

end

of t

he y

ear

( as o

n 31

.3.2

016)

0

00

0


28

(v) S

hare

hold

ing

of D

irec

tors

and

Key

Man

ager

ial P

erso

nnel

:

Sl.

No.

For e

ach

of th

e D

irec

tors

and

Key

Man

ager

ial P

erso

nnel

Shar

ehol

ding

at t

hebe

ginn

ing

of th

e ye

arC

umul

ativ

e Sh

areh

oldi

ngdu

ring

the

year

No.

of s

hare

s%

of t

otal

sha

res

of th

e co

mpa

nyN

o. o

f sha

res

% o

f tot

al s

hare

s of

the

com

pany

At t

he b

egin

ning

of t

he y

ear (

as o

n 1.

4.20

15)

1 2 3 4 5 6

Shri

S. V

arad

araj

an

Shri

B.K

. Dat

taSh

ri P

. Bal

asub

ram

ania

n Sh

ri D

. Raj

kum

ar

Shri

Ind

rani

l Mitt

ra, V

ice-

Pres

iden

t (F)

& C

FOSh

ri N

aren

dra

Dix

it, C

ompa

ny S

ecre

tary

0 0 0 10 10 10

0 0 0 0 0 0

0 0 0 10 0 10

0 0 0 0 0 0

Dat

e w

ise

Incr

ease

/ D

ecre

ase

in S

hare

hol

ding

dur

ing

the

year

sp

ecify

ing

the

reas

ons

for i

ncre

ase

/ de

crea

se (e

.g. a

llotm

ent /

tr

ansf

er /

bon

us/

swea

t equ

ity e

tc):

Shri

Indr

anil

Mitt

ra, V

ice-

Pres

iden

t (F)

& C

FOSh

ri A

jay

Kum

ar V

., D

irec

tor (

Ops

& B

D)

Shri

Pan

kaj K

umar

, Dir

ecto

r (Fi

nanc

e)

Dat

e of

in

crea

se /

de

crea

se27

/11/

2015

27/1

1/20

1527

/11/

2015

Rea

sons

D

ecre

ase/

Tran

sfer

Incr

ease

/Tra

nsfe

rIn

crea

se /

Tran

sfer

0 10 10 10

0 0 0 0

At t

he e

nd o

f the

yea

r (i.e

. 31.

3.20

16)

1 2 3 4 5 6 7 8

Shri

S. V

arad

araj

an

Shri

B.K

. Dat

taSh

ri P

. Bal

asub

ram

ania

n Sh

ri D

. Raj

kum

ar

Shri

Aja

y K

umar

V.,

Dir

ecto

r (O

ps &

BD

)Sh

ri P

anka

j Kum

ar,

Dir

ecto

r (Fi

nanc

e)D

r. Pr

aphu

llach

andr

a Sh

arm

a, D

irec

tor

Shri

Nar

endr

a D

ixit,

Com

pany

Sec

reta

ry

0 0 0 10 10 10 0 10

0 0 0 0 0 0 0 0

0 0 0 10 10 10 0 10

0 0 0 0 0 0 0 0


29

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for

payment (` in Lakhs)Secured Loans

excluding deposits

UnsecuredLoans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year (as on 1.4.2015)i) Principal Amountii) Interest due but not paid iii) Interest accrued but not due

000

65,00000

000

65,00000

Total (i+ii+iii) 0 65,000 0 65,000Change in Indebtedness during the financial year• Addition• Reduction

00

00

00

00

Net Change 0 0 0 0Indebtedness at the end of the financial year (as on 31.3.2016)i) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

000

65,00000

000

65,00000

Total (i+ii+iii) 0 65,000 0 65,000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Amount in `Sl. no. Particulars of Remuneration Name of Managing Director and

Whole Time DirectorsTotalShri D.

RajkumarShri Ajay Kumar V.

(w.e.f. 21.05.2015)

Shri Pankaj Kumar*

(w.e.f. 31.07.2015)1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

2,798,282 1,605,259 1,249,575 5,653,116

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

767,137 1,045,454 895,174 2,707,765

(c) Profits in lieu of salary under Section 17(3) Income- tax Act, 1961

-- -- -- --

2. Stock Option -- -- -- --3. Sweat Equity -- -- -- --4. Commission -- -- -- --

- as % of profit- others, specify…

-- -- -- --

5. Others: Allowance / Contribution 711,909 261,726 169,577 1,143,212Total (A) 4,277,328 2,912,439 2,314,326 9,504,093Ceiling as per the Act NA NA NA NA

* Shri Pankaj Kumar, Director (Finance) acts as a CFO of the Company.


30

B. Remuneration to other directors

Sl. no. Particulars of Remuneration Name of Directors Total

Amount (` )----

1. Independent Directors• Fee for attending board

committee meetings• Commission• Others, please

N.A. N.A

Total (1) N.A. N.A.2. Other Non-Executive

DirectorsS. VaradarajanP. BalasubramanianDr. Praphullachandra Sharma (w.e.f. 11.3.2016)

B.K.DattaSmt Mary Jacob (Upto 10.3.2016)

• Fee for attending board committee meetings

• Commission• Others, please specify

Nil Nil

Total (2) Nil NilTotal Managerial Remuneration N.A N.AOverall Ceiling as per the Act N.A N.A

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

Sl. no.

Particulars ofRemuneration

Key Managerial PersonnelIndranil Mittra,

CFO (upto 30.07.2015)

(` )

Narendra DixitCompany Secretary

(` )

Total

(` )

1. Gross salary(a) Salary as per provisions

contained in Section 17(1) of the Income-tax Act, 1961

674,552 2,499,200 3,173,752

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

283,815 258,392 542,207

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-- -- --

2. Stock Option Nil Nil Nil3. Sweat Equity Nil Nil Nil4. Commission

- as % of profit - others, specify…

Nil Nil Nil

5. Others: Allowance / Contribution 62,760 197,940 260,700Total 1,021,128 2,955,531 3,976,659

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offences for breach of any section of Companies Act against the Company or its Directors or other officers in default, if any, during the year.


31

Ann

exur

e - B

Salie

nt F

eatu

res

of th

e Fi

nanc

ial S

tate

men

t of S

ubsi

diar

ies/

Ass

ocia

te C

ompa

nies

/Joi

nt v

entu

res

as p

er C

ompa

nies

Act

, 201

3[P

ursu

ant t

o fir

st p

rovi

so to

sub

-sec

tion

(3) o

f Sec

tion

129

of th

e C

ompa

nies

Act

, 201

3, re

ad w

ith ru

le 5

of

Com

pani

es (A

ccou

nts)

Rul

es, 2

014

- AO

C -1

]Pa

rt “

A”

: Sub

sidi

arie

s`

In L

acs

USD

in M

illio

ns

Sr.

No.

Nam

e of t

he su

bsid

iary

Repo

rting

cu

rrenc

ySh

are

capi

talRe

serv

es &

su

rplu

sTo

tal

asse

tsTo

tal

Liab

ilitie

sIn

vestm

ents

Turn

Ov

er

(#)

Profi

t/(L

oss)

befo

re

taxati

on (#

)

Prov

ision

fo

r tax

ation

(#

)

Profi

t/(L

oss)

after

tax

ation

(#)

Prop

osed

Di

vide

nd

(#)

% of

sh

areh

oldi

ng

1Bh

arat

Petro

Reso

urce

s JP

DA L

td.

INR

6,000

.00(1

2,075

.12)

111.8

96,1

87.01

--

(202

.43)

-(2

02.43

)-

100%

##

2BP

RL In

terna

tiona

l B.V

.IN

R32

2,961

.62(5

08,01

8.15)

529,5

56.26

714,6

10.68

--

158,7

75.98

-15

8,775

.98-

USD

486.8

8*(7

65.86

)79

8.33

1,077

.3114

9.70

-(2

46.31

)**-

(246

.31)**

-10

0%3

BPRL

Ven

ture

s B.V

. @IN

R19

9,914

.16(3

97,78

1.72)

137,4

07.75

335,2

75.31

--

(154

,472.9

5)-

(154

,472.9

5)-

USD

301.3

8(5

99.67

)20

7.15

505.4

4-

-(2

39.63

)-

(239

.63)

-10

0%4

BPRL

Ven

ture

s M

ozam

biqu

e B.V

. @IN

R19

4,138

.64(1

03,39

1.07)

288,8

21.68

198,0

74.11

--

(7,72

3.38)

-(7

,723.3

8)-

USD

292.6

7(1

55.87

)43

5.41

298.6

1-

-(1

1.98)

-(1

1.98)

-10

0%5

BPRL

Ven

ture

s Ind

ones

ia B.

V. @

INR

13,68

1.00

(5,12

6.30)

24,91

0.00

16,35

5.29

--

(795

.22)

-(7

95.22

)-

USD

20.62

(7.73

)37

.5524

.66-

-(1

.23)

-(1

.23)

-10

0%

Exch

ange

rate

:A

s on

31st M

arch

, 201

6 - 1

US$

= IN

R 66

.332

9A

s on

31st M

arch

, 201

5 - 1

US$

= IN

R 62

.590

8(#

) In re

spec

t of B

PRL

Inte

rnat

iona

l B.V

., BP

RL V

entu

res B

.V.,

BPRL

Ven

ture

s Moz

ambi

que B

.V. &

BPR

L Ve

ntur

es In

done

sia B

.V. -

The

figu

res a

re co

nver

ted

from

USD

to

Indi

an C

urre

ncy

taki

ng a

vera

ge ex

chan

ge ra

te.

* A

mou

nt a

lso in

clude

s sha

re a

pplic

atio

n m

oney

rece

ived

by

the c

ompa

ny.

## 6

0 Sh

ares

hel

d by

six

indi

vidu

als,

who

are

nom

inee

s of B

PCL,

each

hol

d te

n sh

ares

of `

10 ea

ch o

f the

Com

pany

.@ 1

00%

subs

idia

ry o

f BPR

L In

tern

atio

nal B

.V.

** L

oss o

f BPR

L In

tern

atio

nal B

.V. i

s con

solid

ated

loss

i.e.

inclu

ding

loss

es o

f BPR

L Ve

ntur

es B

.V., B

PRL

Vent

ures

Moz

ambi

que B

.V. a

nd B

PRL

Vent

ures

Indo

nesia

B.V

.N

ote:

1 N

ames

of s

ubsid

iarie

s whi

ch a

re y

et to

com

men

ce o

pera

tions

- N

IL

2 N

ames

of s

ubsid

iarie

s whi

ch h

ave b

een

liqui

date

d or

sold

dur

ing

the y

ear -

NIL


32

For and on behalf of the Board of Directors As per our attached report of even dateSd/- Sd/- Sd/- For and on behalf ofD. Rajkumar Ajay Kumar V Pankaj Kumar M.B. Agrawal & Co. Managing Director Director (Ops & BD) Director (Finance) Chartered AccountantsSd/- Sd/- Narendra Dixit Harshal Agrawal Company Secretary PartnerPlace: Mumbai Membership No.: 109438 Dated: 13th May, 2016

Part "B" : Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate

Companies and Joint Ventures

Sr. No. Name of Associates/Joint Ventures IBV Brasil Petroleo

Limitada

1 Latest Audited Balance Sheet 31st December, 2015

2 Shares of Associate/Joint Ventures held by the company on the year end:

No. 323,334,208 share of BRL 1 each

Amount of Investment in Associates/Joint Venture (` In Lacs)

26,982.10

Extend of Holding % 50%

3 Description of how there is significant influence 50% of Share Capital is held by BPRL Ventures

B.V. (Step Down Subsidiary)

4 Reason why the associate/joint venture is not consolidated

Not Applicable

5 Networth attributable to Shareholding as per latest audited Balance Sheet (` In Lacs)

(299,969.78)

6 Profit / (Loss) for the year

i Considered in Consolidation (` In Lacs) (9,822.60)

ii Not Considered in Consolidation -

1 Names of associates or joint ventures which are yet to commence operations - NIL2 Names of associates or joint ventures which have been liquidated or sold during the year - NIL


33

Annexure C

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 with modifications as deemed necessary, without changing the substance of format given in Form MR-3]

To, The Members, Bharat PetroResources Limited Bharat Bhavan, 4 & 6 Currimbhoy Road Ballard Estate, Mumbai 400001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bharat PetroResources Limited (CIN:U23209MH2006GOI165152) (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

A. In expressing our opinion it must be noted that-

i. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

ii. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis of our opinion.

iii. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

iv. The Company being a Central Government Company under the administrative control of the Ministry of Petroleum & Natural Gas (MoP&NG), the power to appoint Directors (including Independent Directors) and the terms and conditions of such appointment, including remuneration and evaluation, vests with the Government of India.

v. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.

vi. The compliance and provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

vii. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.


34

B. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-process (duly evolved) and compliance-mechanism in place to the extent and as applicable to the Company (being an unlisted entity) in the manner and subject to the reporting made hereinafter:

C. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

III. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

IV. None of the Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) is applicable to the Company, as the Securities of the Company are not listed on any Stock Exchange and the Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder is also not applicable to the Company since the shares of the Company are in physical form;

And the Company being in the business of Exploration and Discovery of Natural Gas, the Special Acts as applicable to it are Guidelines/Regulations for Petroleum & Exploration Industries, Petroleum and Natural Gas Rules, 1959 under Oilfields (Regulation and Development) Act, 1948.

Effective 1st July 2015, the Company has complied with Secretarial Standards by the Institute of Company Secretaries of India with regard to Board meetings and Annual General Meeting.

The Company has also complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except to the extent as mentioned below:

a) The Company has not appointed Independent Directors to their Board pursuant to Section 149(4) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014.

b) The Company has not constituted Nomination and Remuneration Committee of the Board pursuant to Section 178(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 due to non-appointment of Independent Directors on the Board.

c) The Company has not constituted Corporate Social Responsibility Committee according to the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014 due to non-appointment of Independent Directors on the Board.


35

d) The Company has not reconstituted its Audit Committee according to Section 177 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 due to non-appointment of Independent Directors on the Board.

e) The Company had appointed woman Director for part of the financial year 2015-16 pursuant to second proviso of Sub-section (1) of Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014.

D. We further report that-- I. The Board of Directors of the Company is duly constituted with proper balance

of Executive Directors and Non-Executive Directors except that the Company has not appointed Independent Directors pursuant to Section 149(4) of the Act and the Company had appointed woman Director for part of the financial year 2015-16 pursuant to second proviso of Sub-section (1) of Section 149 of the Act. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013 and the provisions pertaining to the constitution of the Board of Directors of the Company as provided in the Articles of Association of the Company.

II. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

III. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

E. We further report that there are reasonable systems and process in the Company commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

F. The Company has issued and allotted 30,00,00,000 (Thirty Crore) equity shares of ` 10/- each aggregating to ` 300 Crore (Rupees Thee Hundred Crores) on Rights basis. Except the above, none of the following events has taken place during the Financial Year under review-

I. Public/Preferential issue of shares/debentures/sweat equity etc. II. Redemption/buy back of securities. III. Merger/Amalgamation/Reconstruction, etc. IV. Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013. V. Foreign Technical Collaborations. For DHOLAKIA & ASSOCIATES LLP (Company Secretaries)

Sd/- CS Bhumitra V. Dholakia

Designated Partner FCS-977 CP No. 507

Place: Mumbai Date: 22nd June, 2016


36

Annexure - D

Report on Corporate Governance

1. Company’s philosophy on Code of Governance

Bharat PetroResources Ltd’s corporate philosophy on Corporate Governance has been to ensure sound corporate practices and business ethics through transparency, fairness, professionalism, accountability & reliability.

2. Board of Directors

As per the Articles of Association of the Company, the number of Directors shall not be less than three and more than fifteen. As on 31st March 2016, BPRL Board comprised of three Whole-time Directors and three Part-time Directors nominated by BPCL and one Govt. Nominee Director. The Company has approached the Govt. of India for the nomination of two Independent Directors including woman Director on the Board of BPRL.

None of the Non-executive Directors of BPRL had any pecuniary relationship / transaction with the Company, during the year.

The Directors neither held membership of more than 10 Board Committees nor Chairmanships of more than 5 Committees as specified in DPE guidelines on corporate governance, across all the companies in which they were Directors.

Details regarding the Board Meetings; Directors’ attendance thereat; Annual General Meeting (AGM); Directorships and Committee positions held by the Directors are given separately.

Board Meetings

Twelve Board Meetings were held during the financial year on the following dates:-

20th May 2015 12th Jun 2015 3rd Jul 2015 27th Jul 2015

31st Jul 2015 7th Oct 2015 28th Oct 2015 27th Nov 2015

14th Jan 2016 2nd Feb 2016 2nd Mar 2016 31st Mar 2016

The Board has reviewed the compliance of all laws applicable to the Company. The Board has adopted the Code of Conduct for the Directors and also for the senior management of the Company. The Board members and the senior management have affirmed compliance of the Code of Conduct.

Further, no case and / or suit of any material or substantial nature are pending against BPRL.


37

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38

3. Audit Committee

In terms of Companies Act, the Board at the meeting held on 2nd April 2008 had constituted the Audit Committee comprising all the Non-Executive Directors. The Board of Directors has approved the terms of reference of the Audit Committee. The quorum for the meetings of the Committee is two members. Shri S. Varadarajan chairs all the meetings of the Audit Committee. Shri B.K. Datta and Shri P. Balasubramanian are the other members. Shri S. Varadarajan, Chairman and Shri P. Balasubramanian, member possesees the requisite knowledge of Finance & Accounting for effective functioning of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee. The other Key Managerial Personals also attend the said meetings. Shri J. Dinaker, Executive Director (Audit), BPCL is a permanent invitee for all the meetings of the Audit Committee. Further, the Statutory Auditors and other senior management members also attend and participate at the meetings on invitation.

There were 7 meetings of the Audit Committee held during the financial year on the following dates:-

20th May 2015 12th Jun 2015 27th Jul 2015 28th Oct 20152nd Feb 2016 2nd Mar 2016 31st Mar 2016

The attendance of the members is given below:-Name of Member No of meetings attendedShri S. Varadarajan 7Shri B. K. Datta 6Shri P. Balasubramanian 7

The Audit Committee reviewed annual financial statements for the year 2015-16 at the meeting held on 13th May, 2016.

4. Remuneration to Directors

BPRL is a wholly owned subsidiary of BPCL, a Government Company. Three Part -Time Directors of BPRL are nominated by BPCL and one Part Time Director is nominated by Govt. of India. The Part-time Directors do not receive any remuneration from the Company. The details of remuneration paid to whole time Directors during the financial year 2015-16 is given below :-

Name All elements of remuneration packages of the Directors

i.e. Salary, benefits, bonus, pension etc. (` )

Details of fixed component and

performance linked incentive (` )

Other benefits

(` )

Shri D. RajkumarManaging Director 42,77,328 39,56,726 3,20,602

Shri Ajay Kumar V. Director (Ops & BD)(w.e.f. 21.5.2015)

29,12,439 26,61,772 2,50,667

Shri Pankaj Kumar Director(Finance) (w.e.f. 31.7.2015)

23,14,326 20,10,138 3,04,188

BPRL has not introduced any Stock Options Scheme. None of the non executive Directors hold any share in BPRL.


39

5 Management Discussion and Analysis

Management Discussion and Analysis Report is covered in the Directors’ Report.6 Annual / Extraordinary General Meetings (AGM) for last three years

Date and Time of the meeting Venue

29th August, 2013 at 1130 a.m. (AGM) Registered office at Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

5th September, 2014 at 1130 a.m. (AGM)

24th August, 2015 at 1130 a.m. (AGM)

The Special Resolution regarding approval for borrowing powers and creation / providing of security was approved by the shareholders at the AGM held on 5th September 2014.

7. Disclosures There were no transactions of material nature that may have potential conflict with the

interest of the Company at large. BPRL has been adhering to the provisions of all the laws and guidelines of regulatory

authorities. BPRL has complied with all the applicable provisions of these guidelines except with regard to appointment of Independent Directors; & woman Director for part of the year for which Govt. of India is approached suitably. Further, during the year, all the employees are deputed from parent Company BPCL, which has its own Whistle Blower policy. There are no items of expenditure in the books of accounts, which are not for the purpose of business. Further, no expenses were incurred which were personal in nature and incurred for the Board of Directors and Top management. All the blocks of the Company are in various stages of exploration / appraisal and capital expenditure is considered as capital work in progress. Hence, revenue expenditure mainly consists of administrative & other office expenses.

8. General Shareholders’ Information

Annual General Meeting : Date, Time and Venue

Tuesday, 30th August 2016 at 1130 hrs at the Registered office of the Company at Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

Financial Calendar

BPRL follows the Financial year from April to March.

The Unaudited / Audited Statements for the three quarters/ year were taken on record by the Board on the following dates :-

Quarter Ended Date of Board Meeting

Apr-June’ 2015 27th Jul 2015July-Sept’ 2015 28th Oct 2015 Oct-Dec’ 2015 2nd Feb 2016

Audited Statements – for the year 2015-16 13th May 2016

Shareholding Pattern

BPCL alongwith its nominees is holding entire paid up equity share capital of 2920,002,670 equity shares of ` 10 each in the Company.


40

Location Registered Office Bharat Bhavan, 4 & 6 Currimbhoy Road,Ballard Estate, Mumbai 400001Tel 022-22714000 Fax 022-22713874

Corporate Office 9th Floor, E Wing, Maker Towers,Cuffe Parade, Mumbai 400005Tel 022-22175600 Fax 022-22154364

Area Office 1, Ranganathan Garden, 11th Main RoadAnna Nagar, Chennai 600040Tel 044-26216869 Fax 044-26142175

CIN No. U23209MH2006GOI165152

Corporate GovernanceTo, The Members of Bharat PetroResources Limited

I have examined the compliance of the conditions of Corporate Governance by Bharat PetroResources Limited, as stipulated in Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by the Ministry of Heavy Industries and Public Enterprises, Department of Public Enterprises, Government of India, for the financial year ended 31st March, 2016.

The Compliance of conditions of Corporate Governance as stipulated in the Guidelines is the responsibility of the management. My examination was limited to the procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.

In my opinion and to the best of my information and according to the explanation given to me by the management, I hereby certify that except the composition of the Board of Directors and Audit Committee with regard to Independent Directors, the Company has complied with the conditions of the Corporate Governance as stipulated in the Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by the Ministry of Heavy Industries and Public Enterprises as aforesaid.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/- U. C. Shukla

Company Secretary FCS: 2727/CP: 1654

Place : Mumbai Date: 20th July 2016


41

Annexure - E-1

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013

The preparation of financial statements of Bharat PetroResources Limited for the year ended 31st March 2016 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 is the responsibility of the management of the company. The statutory auditors appointed by the Comptroller and Auditor General of India under Section 139(5) of the Act, 2013 is responsible for expressing opinion on the financial statements under Section 143 of the Companies Act, 2013 based on independent audit in accordance with the standards on auditing prescribed under Section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 13th May 2016.

I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under Section 143(6)(a) of the Act, 2013 of the financial statements of Bharat PetroResources Limited for the year ended 31st March 2016. The supplementary audit has been carried out independently without access to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and company personnel and a selective examination of some of the accounting records. On the basis of my audit, nothing significant has come to my knowledge which would give rise to any comments upon or supplement to Statutory Auditors’ report.

For and on the behalf of the Comptroller and Auditor General of India

Sd/- Tanuja Mittal

Principal Director of Commercial Audit & ex-officio Member Audit Board II,

Mumbai



42

Annexure - E-2

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) READ WITH SECTION 129 (4) OF THE COMPANIES ACT, 2013

The preparation of consolidated financial statements of Bharat PetroResources Limited for the year ended 31st March 2016 in accordance with the financial reporting framework prescribed under the Companies Act, 2013(Act) is the responsibility of the management of the company. The statutory auditors / auditors appointed by the Comptroller and Auditor General of India under Section 139(5) read with Section 129(4) of the Act is/are responsible for expressing opinion on the financial statements under Section 143 read with Section 129(4) of the Act based on Independent audit in accordance with the standards on auditing prescribed under Section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 13th May 2016.

I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under Section 143(6)(a) read with Section 129(4) of the Act of the consolidated financial statements of Bharat PetroResources Limited for the year ended 31st March 2016. We conducted a supplementary audit has of the financial statements of (Bharat PetroResources JPDA Ltd), for the year ended on that date. Further Section 139(5) and 143(6)(b) of the Act are not applicable to BPRL International BV, being private entity, for appointment of their Statutory Auditor nor for conduct of supplementary audit. Accordingly, C&AG has neither appointed the Statutory Auditors nor conducted the supplementary audit of these Companies. This supplementary audit has been carried out independently without access to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and company personnel and a selective examination of some of the accounting records.

On the basis of my audit, nothing significant has come to my knowledge which would give rise to any comments upon or supplement to Statutory Auditors’ report.

For and on the behalf of the Comptroller and Auditor General of India

Sd/- Tanuja Mittal

Principal Director of Commercial Audit & ex-officio Member Audit Board II,

Mumbai



43

INDEPENDENT AUDITORS’ REPORTTo, The Members of Bharat PetroResources Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying financial statements of M/s. Bharat PetroResources Limited (“the Company”), which comprise the Balance Sheet as at March 31st , 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report and the rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.


44

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In case of its Balance Sheet, of the State of Affairs of the Company as at March 31st, 2016,

b. In case of Statement of Profit & Loss, of the Loss for the year ended on that date, and

c. In case of Cash Flow Statement, of its cash flow for the year ended on that date.

Emphasis of Matter

Attention is invited to Note no. 18 regarding incorporation of details about the Company’s share in assets, liabilities, income and expense in the operations of the joint ventures based on the audited/unaudited statements received from the respective Operators. In these regards, it has been observed that :

• In case of three blocks, no audited statements have been received by the Company. Total assets, liabilities, income and expenses in respect of the block, amounts to ` 8697.41 Lakhs, ` 48.51 Lakhs, NIL and NIL respectively.

• The audited statements referred above are prepared, as stated there in, to meet requirements of production sharing contracts and are special purpose statement;

• None of the statements, audited as well as unaudited, are drawn up in the format prescribed under Schedule III to the Act;

• Some of the Operators use accounting policies other than those adopted by the ompany for like transactions. The Company has made appropriate adjustments while incorporating relevant data; and

• No break up of assets and liabilities is available in respect of one blocks where the Company has invested ` 1240.69 Lakhs.

The Company’s proportionate share in jointly controlled assets, liabilities for which the Company is jointly responsible, Company’s proportionate share of income and expenses for the year, the elements making up the Cash Flow Statements and related disclosures contained in the enclosed financial statements and our observations thereon are based on such audit reports and statements from the Operators to the extent available with the Company.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub section (11) of Section 143 of the Act (hereinafter referred to as “Order”), we give in the Annexure A, statement of the matters specified in paragraphs 3 and 4 of the Order.


45

10. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts of the company.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) As per the notification no. G.S.R. 463(E) dated June 05, 2015, the Government companies are exempted from provisions of Section 164(2) of the Act. Accordingly, we are not required to report whether any directors are disqualified in terms of provisions contained in the said section.

f) With respect to the adequacy of the financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31st, 2016.

For M B Agrawal & Co. Chartered Accountants FRN No. 100137W

Sd/-

Place: Mumbai Harshal Agrawal Date: 13th May, 2016 Partner M.No: 109438


46

ANNEXURE – A TO INDEPENDENT AUDITORS’ REPORTReferred to in Paragraph 9 of the Independent Auditors’ Report of even date on the financial

statement as of and for the year ended March 31st, 2016.

i) In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company does not have any immovable property in its name and therefore the said clause is not applicable.

With regard to the expenditure incurred by the Company on exploration and production of Oil/Gas considered as capital work in progress, we report that the details of such expenditure is recorded by the Company based on details of such expenditure received from the Operators of the respective exploration blocks.

ii) In respect of its Inventories

As per information and explanation given to us and in our opinion, since the company is still in exploration/development stage, the Company is not carrying any inventory and hence sub clause (a) regarding physical verification of stock, (b) regarding procedure of physical verification, and (c) regarding maintenance of proper records of inventories are not applicable to the Company.

iii) In respect of the loans, secured or unsecured, granted by the company to/from companies, firms, limited liability partnership or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) The Company has not granted loans, secured or unsecured to companies, firms, limited liability partnership or other parties covered in the register maintained under Section 189 of Companies Act, 2013. Accordingly, clauses (b) and (c) are not applicable to the Company.

iv) In our opinion and according the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to loans and investments made.

v) According to information and explanations provided to us, the company has not obtained deposit from public as defined according to the provisions of Section 73 to 76 of the Companies Act, 2013 and the Rules framed there under.

vi) The Ministry of Corporate Affairs have notified the cost accounting records, however, the management is of the view that the said requirements are not applicable to the Company as it has not commenced production.

vii) In respect of Statutory Dues:

(a) According to information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including income tax, sales tax, service tax, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. As explained to us, the Company did not have any dues on account of provident fund, employees’ state insurance, duty of customs, duty of excise.


47

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, service tax, value added tax, cess and other material statutory dues were in arrears as at March 31st , 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of income tax, sales tax, service tax and value added tax which have not been deposited on account of any disputes.

viii) In our opinion and according to the information and explanations given to us, the company has not raised any loans or borrowings from financial institutions, banks, Government or debenture holders.

ix. The company has not raised any money via initial public offer or by way of further public offer or new term loans. The term loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

x. According to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. As per the Notification No. G.S.R. 463 (E) dated June 05, 2015 the provision of Section 197 r.w. Schedule V of the Act is not applicable to the Company. Accordingly, para 3(xi) of the order is not applicable.

xii. In our opinion, the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations provided to us, and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. According to the information and explanations provided to us, the company has made not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. According to the information and explanations provided to us, and based on our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.


Sd/- Harshal Agrawal Place: Mumbai Partner Date: 13th May, 2016 M.No: 109438


48

ANNEXURE – B TO INDEPENDENT AUDITORS’ REPORT

Referred to in Paragraph 10(f) of the Independent Auditors’ Report of even date on the financial statement as of and for the year ended March 31st, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. We have audited the internal financial controls over financial reporting of Bharat PetroResources Limited (“the Company”) as of March 31st, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.


49

Meaning of Internal Financial Controls over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.


Sd/- Place: Mumbai Harshal Agrawal Date: 13th May, 2016 Partner M.No: 109438


50

BALANCE SHEET AS AT MARCH 31, 2016

Particulars Note no.

` Lakhs ` Lakhs As at

31/03/2016 As at

31/03/2015I EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 2 292,000.27 262,000.27 (b) Reserves & Surplus 3 (80,254.51) (74,805.58)

211,745.76 187,194.69 (2) Share Appplication Money Pending Allotment - 30,000.00 (3) Non-current liabilities

(a) Long-term borrowings 4 65,000.00 65,000.00 (b) Trade payables - - (c) Deferred tax liabilities (Net) - - (d) Other Long term liabilities - - (e) Long-term provisions 5 1,511.90 1,560.16

66,511.90 96,560.16 (4) Current liabilities

(a) Short-term borrowings - - (b) Trade payables - - (c) Other current liabilities 6 7,102.29 8,537.85 (d) Short-term provisions 7 891.90 463.46

7,994.19 9,001.31 TOTAL 286,251.85 292,756.16

II ASSETS(1) Non-current assets

(a) Fixed assets(i) Tangible assets 8 148.79 61.95 (ii) Intangible assets 8 0.00 17.07 (iii) Capital work-in-progress 9 22,175.27 22,880.87 (b) Non-current investments 10 253,717.58 192,215.17 (c) Long-term loans and advances 11 3.00 24.11

276,044.64 215,199.17 (2) Current assets

(a) Cash and cash equivalents 12 9,191.43 74,740.91 (b) Other current assets 13 1,015.78 2,816.08

10,207.21 77,556.99 TOTAL 286,251.85 292,756.16

Notes forming part of Accounts 1-35For and on behalf of the Board of Directors As per our attached report of even dateSd/- Sd/- Sd/- For and on behalf ofD. Rajkumar Ajay Kumar V Pankaj Kumar M.B. Agrawal & Co. Managing Director Director (Ops & BD) Director (Finance) Chartered AccountantsSd/- Sd/- Narendra Dixit Harshal Agrawal Company Secretary PartnerPlace: Mumbai Membership No.: 109438 Dated: 13th May, 2016


51

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED MARCH 31, 2016

Particulars Notes

` Lakhs ` Lakhs

For the year April- March 2016

For the period April-

March 2015

I Other Income 14 1,635.97 2,630.67

II Total Revenue 1,635.97 2,630.67

III Expenses:

Employee benefits expenses 15 1,014.15 736.66

Provision for CWIP 3,651.75 -

Project Cost Charged Off - 3,159.65

Provision for abandonment 40.53 -

Provision for bad and doubtful loans & advances - 263.04

Depreciation and amortization expenses 8 44.43 87.19

Other expenses 16 2,334.04 1,821.97

Total expenses 7,084.90 6,068.51

IV Profit/(Loss) before tax (II - III) (5,448.93) (3,437.84)

V Tax Expense: - -

(i) Current tax - -

(ii) Deferred Tax - (8.88)

(iiii) Excess provision of tax relating to earlier years

VI Profit/(Loss) for the period from continuing operations (IV-V) (5,448.93) (3,428.96)

VII Profit (Loss) from discontinuing operations - -

VIII Tax expense of discountinuing operations - -

IX Profit/(Loss) from discontinuing operations (after tax) (VII-VIII)

- -

X Profit/(Loss) for the period (VI+IX) (5,448.93) (3,428.96)

XI Earnings per share

(i) Basic (0.19) (0.13)

(ii) Diluted (0.19) (0.13)

Notes forming part of Accounts 1-35

For and on behalf of the Board of Directors As per our attached report of even dateSd/- Sd/- Sd/- For and on behalf ofD. Rajkumar Ajay Kumar V Pankaj Kumar M.B. Agrawal & Co. Managing Director Director (Ops & BD) Director (Finance) Chartered AccountantsSd/- Sd/- Narendra Dixit Harshal Agrawal Company Secretary PartnerPlace: Mumbai Membership No.: 109438 Dated: 13th May, 2016


52

Cash Flow Statement for the period ending 31st March 2016

ParticularsFor the year

2015-16For the year

2014-15 ` Lakhs ` Lakhs

A Cash Flow from Operating ActivitiesProfit Before Tax from Continuing Operations (5,448.93) (3,437.84)Profit Before Tax from Discontinuing Operations - - Adjustments for:Depreciation and Amortisation 47.46 87.19 Provision for abandonment 40.53 - Provision for LD 398.00 - Write off of Assets 3,651.75 3,159.65 Interest income (1,361.69) (2,498.78)Provision no longer required written back (87.83) (10.24)Net (gain) / loss on sale of asset 0.84 - Provision for bad and doubtful loans & advances - 263.04 Foreign Exchange (Gain)/Loss (176.56) (61.29)Operating Profit / (Loss) before Working Capital changes (2,936.43) (2,498.27)(Increase) / Decrease in Current Assets 1,885.45 (1,478.73)(Increase) / Decrease in Non Current Assets 2.02 - Increase / (Decrease) in Non Current Liabilities (48.26) - Increase / (Decrease) in Current Liabilities (1,181.24) 1,338.60 Cash generated from operations (2,278.47) (2,638.40)Net income tax (paid) / refunds (86.25) (290.81)Net cash flow from / (used in) operating activities (2,364.72) (2,929.21)

B Net Cash Flow from Investing ActivitiesAddition to Fixed Assets (118.36) (1.70)Investment (Share Application) in Subsidiary company (61,502.41) (40,528.29)Advances and deposits - 90.24 Deposit with banks 65,643.33 (16,029.61)Interest Income 1,381.88 2,475.65 Additions to Capital Work-in-progress (2,946.15) (8,530.05)Proceeds from sale of Fixed Assets 0.29 - Net Cash Flow from/(used) in Investing Activities 2,458.58 (62,523.76)

C Net Cash Flow from Financial ActivitiesIssue of share capital 30,000.00 - Receipt of Share Application Money (30,000.00) 30,000.00 Proceeds from long-term borrowings - 35,000.00 Net Cash Flow from/(used) in Financing Activities - 65,000.00

D Net Increase/(Decrease) in Cash and Cash equivalents (A+B+C) 93.86 (452.97)Cash and cash equivalents at the beginning of the year

` Lakhs ` LakhsBank Balance 152.14 977.45 Share of Interest in Joint Venture 450.30 77.96

602.44 1,055.41 Cash and cash equivalents at the end of the year

` Lakhs ` LakhsBank Balance 336.03 152.14 Share of Interest in Joint Venture 360.27 450.30

696.30 602.44 Net change in Cash and Cash equivalents 93.86 (452.97)

Notes: 1. The Cash Flow Statement is prepared in accordance with Accounting Standard 3 issued by the Institute of Chartered Accountants of India.2. In Part-A of the Cash Flow Statement, figures in brackets indicate deductions made from the Net Profit / (Loss) for deriving the net cash flow

from operating activities. In Part-B and Part-C, figures in brackets indicate cash outflows.3. Figures of previous year have been regrouped wherever necessary, to conform to current year’s presentation

For and on behalf of the Board of Directors As per our attached report of even date

Sd/- Sd/- Sd/- For and on behalf ofD. Rajkumar Ajay Kumar Pankaj Kumar M.B. Agrawal & Co. Managing Director Director (Ops & BD) Director (Finance) Chartered Accountants

Sd/- Sd/- Narendra Dixit Harshal Agrawal Company Secretary Partner

Place: Mumbai Membership No.: 109438 Dated: 13th May, 2016


53

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2016

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1) ACCOUNTING CONVENTION:

The financial statements are prepared under historical cost convention in accordance with the mandatory Accounting Standards issued by the Companies (Accounting standard) Rules, 2006 and the provisions of the Companies Act, 2013, adopting accrual system of accounting except where otherwise stated.

2) USE OF ESTIMATES

The preparation of financial statement in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of the assets and liabilities and disclosures relating to contingent liabilities as at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Difference between actual results and estimates are recognized in the period in which the results get materialized.

3) OPERATING CYCLE

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

4) OIL AND NATURAL GAS PRODUCING ACTIVITIES

4.1 The Company follows the “Full Cost” method of accounting for its oil and natural gas exploration and production activities read with the Guidance Note(A) 15 (Revised 2013) on Accounting for Oil and Gas Producing Activities issued by the Institute of Chartered Accountants of India. Accordingly, all acquisition, exploration and development costs are treated as capital work-in-progress and are accumulated in a cost centre. General & Administrative expenses identifiable in respect of blocks or cost centre is capitalised along with block or cost centre. The cost centre is not normally smaller than a country except where warranted by major difference in economic, fiscal or other factors in the country. When any well in a cost centre is ready to commence commercial production, these costs are capitalised from capital work-in-progress to the gross block of assets regardless of whether or not the results of specific costs are successful. Depletion is charged on all capitalised costs according to the unit of production method. On completion of the minimum work programme or on the expiration of licence period and if hydrocarbons are not found in any of the block or the cost centre then expenditure accumulated under the head Capital work-in-progress in relation to the block or cost centre is written off.

4.2 The Net quantities of the Company’s interests in proved reserves and proved developed reserves of Oil & Gas at the beginning and additions, deductions, production and closing balance for the year and disclosure of quantities on the geographical basis in respect of blocks which are in development phase have been reported based on Management Committee approval of the respective block.


54

4.3 SURRENDER OF FIELD / DISPOSAL OF PARTICIPATION INTEREST

If the Company were to surrender a field, the accumulated acquisition, exploration, development and General & Administrative costs in respect of such field are deemed to be fully depreciated if the remainder of the wells in the cost centre continue to produce oil or gas. Gain or loss is recognised only when the last well on the cost centre ceases to produce and the entire cost centre is abandoned. Also, in the event the Company assigns or farms out the whole or any part of its participating interest, the corresponding carrying value of the capitalised amount is adjusted against the consideration and the net amount credited or, as the case may be, is charged to the profit and loss account in the year in which the Company’s participating interest is assigned, surrendered or farmed out.

4.4 DEPLETION

Depletion charge is calculated on the capitalised cost according to the unit of production method. The depreciation charge or the unit of production (UOP) charge for all costs within a cost centre is calculated by multiplying the UOP rate with the production for the period. The unit of production rate is arrived at by dividing the depreciation base of the cost centre by the Proved Oil and Gas Reserves. The depreciation base of a cost centre includes gross block of the cost centre, estimated future development expenditure and estimated site restoration expenditure and is reduced by the accumulated depreciation and accumulated impairment charge of the cost centre. The estimates of proved reserves used are based on the latest technical assessment available with the Company.

4.5 SITE RESTORATION COSTS

Liabilities for site restoration costs (net of salvage values) are recognized when the Company has an obligation to dismantle and remove a facility such as oil and natural gas production or transportation facility or an item of plant and to restore the site on which it is located and when a reasonable estimate of that liability can be made. Where an obligation exists for a new facility, the liability is recognized on construction or installation. An obligation may also crystallize during the period of operation of a facility through a change in legislation or through a decision to terminate operations. The amount recognized is the value of estimated future expenditure determined in accordance with local conditions and requirements. The corresponding amount is added to the cost of the tangible fixed asset and is subsequently depleted as part of the capital costs of the facility or item of plant. Any change in the value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding tangible fixed assets.

5) FIXED ASSETS

5.1 INTANGIBLE ASSETS

5.1.1 Expenditure incurred for creating/acquiring intangible assets of ` 50 Lakhs and above, from which future economic benefits will flow over a period of time, is amortised over the estimated useful life of the asset or five years, whichever is lower, from the time the intangible asset starts providing the economic benefit.

5.1.2 In other cases, the expenditure is charged to revenue in the year the expenditure is incurred.

5.2 TANGIBLE ASSETS

Fixed Assets are stated at cost of acquisition (including incidental expenses) less accumulated depreciation.


55

6) IMPAIRMENT OF ASSETS

According to Accounting Standard – 28 “Impairment of Assets” issued by the Companies (Accounting standard) Rules, 2006, the carrying values of fixed assets of identified cash generating units (CGU) are reviewed for impairment at each Balance Sheet date when events or changes in circumstances indicate that the carrying values may not be recoverable. If the carrying values exceed the estimated recoverable amount, the assets of the CGU are written down to the recoverable amount and the impairment losses are recognized in the profit and loss account. The recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.

7) DEPRECIATION

7.1 Depreciation on fixed assets is provided on the straight line basis , over the useful lives of assets (after retaining the residual value) as prescribed by the Schedule II of the Companies Act 2013, except in following cases:

a) Fixed assets costing not more than ` 5,000 each are depreciated @ 100 percent in the year of acquisition.

b) Computer equipments are depreciated over a period of 4 years. Mobile phones are depreciated over a period of 3 years. Furniture, other than computer equipment and mobile phones, provided at the residence of management staff are depreciated over a period of 7 years as per internal assessment. The useful lives are estimated based on the HR policy for replacement/renewal of entitlements.

c) Workstations are depreciated over a period of 5 years. The useful lives are estimated based on the internal assessment.

8) REVENUE RECOGNITION

8.1 Revenue is respect of interest on deposit is recognised on accrued basis.

8.2 Liquidated Damages for delay in execution of contracts/supplies are accounted for as per the terms of the contracts and are recognized as income in the year of deduction.

9) INVESTMENTS

9.1 Current investments are valued at lower of cost or fair market value.

9.2 According to AS – 13 issued by ‘Institute of Chartered Accountants of India’, Long-term investments are valued at cost. Provision for diminution is made to recognize a decline, other than of temporary nature, in the value of such investments.

10) JOINT VENTURES

The Company has Joint Ventures in the nature of Production Sharing Contracts (PSC) with the Government of India and/or various bodies corporate for exploration, development and production activities.

The income, expenditure, assets and liabilities of the Jointly Controlled Assets are merged on line by line basis according to the participating interest with the similar items in the Financial Statements of the Company.

11) FOREIGN CURRENCY TRANSACTIONS

11.1 Transactions in foreign currency are accounted at the exchange rate prevailing on the date of transaction.


56

11.2 According to Accounting Standard – 11 The Effects of Changes in Foreign Exchange Rates issued by the Companies (Accounting standard) Rules, 2006, Monetary items in form of Advances, Current Assets and Current Liabilities denominated in foreign currency, outstanding at the close of the year, are converted in Indian Currency at the appropriate exchange rates prevailing on the date of Balance Sheet. Any profit/loss arising out of such conversion is charged to Profit and Loss Account.

11.3 Foreign exchange differences on long term foreign currency monetary items relating to acquisition of depreciable assets are adjusted to the carrying cost of the assets and depreciated over the balance life of the asset and in other cases, if any, accumulated in “Foreign Currency Monetary Item Translation Difference Account” and amortised over the balance period of the asset or liability.

12) PROVISIONS, CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

12.1 According to Accounting Standard– 29 “Provisions, Contingent Liabilities and Contingent Assets” issued by the Companies (Accounting standard) Rules, 2006, Provision is recognised when there is a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.

12.2 Disclosure for a contingent liability is made when there is a possible obligation that may, but probably will not, require an outflow of resources.

12.3 Capital commitments and Contingent liabilities disclosed are those which exceed ` 1 Lakhs in each case.

12.4 Show cause notices issued by various Government authorities are considered for the evaluation of Contingent liabilities only when converted into demand.

13) TAXES ON INCOME

13.1 Provision for current tax is computed in accordance with the provisions of the Income Tax Act, 1961.

13.2 According to Accounting Standard – 22 “Accounting for Taxes on Income” issued by the Companies (Accounting standard) Rules, 2006 , Deferred tax on account of timing difference between taxable and accounting income is provided using the tax rates and tax laws enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised with regard to all deductible timing differences to the extent that it is probable that taxable profit will be available against which deductible timing differences can be utilised. When the Company carries forward unused tax losses and unabsorbed depreciation, deferred tax assets are recognised only to the extent there is virtual certainty backed by convincing evidence that sufficient taxable income will be available against which deferred tax assets can be realised.

14) CLASSIFICATION OF INCOME/EXPENSES

Being not material:

14.1 Prepaid expenses up to ` 0.1 lakh in each case are charged to revenue as and when incurred.

14.2 Liabilities for expenses are provided for only if the amount exceeds ̀ 0.1 lakh in each case.

14.3 Acquisition cost which cannot be assigned/ identified to particular block is expensed during the year.


57

Note '2' – SHARE CAPITAL As at 31st March, 2016 As at 31st March, 2015

Equity Share Capital Number of shares

` Lakhs Number of shares

` Lakhs

i Authorised

Equity shares of ` 10 each with voting rights *

3,000,000,000 300,000.00 3,000,000,000 300,000.00

Total 3,000,000,000 300,000 3,000,000,000 300,000

ii Issued, subscribed and paid-up Capital:

Issued and Subscribed Capital:

Equity shares of ` 10 each fully paid-up with voting rights *

2,920,002,670 292,000.27 2,620,002,670 262,000.27

Paid up Capital:


2,920,002,670 292,000.27 2,620,002,670 262,000.27

Total 2,920,002,670 292,000.27 2,620,002,670 262,000.27

iii Par value of equity shares: ` 10 each ` 10 each

iv No. of shares outstanding

Equity shares of ` 10 each fully paid-up

As at beginning of the year 2,620,002,670 262,000.27 2,620,002,670 262,000.27

Issued during the year 300,000,000 30,000.00 - -

As at the year end 2,920,002,670 292,000.27 2,620,002,670 262,000.27

v Shareholders holding more than 5% shares

No. of Shares

No. of Shares

Name of shareholder % holding 31st March 2016

% holding 31st March 2015

Bharat Petroleum Corporation Ltd 100% # 2,920,002,610 100% # 2,620,002,610

vi Shareholders held by Holding Company

Name of shareholder 31st March 2016

31st March 2015

Bharat Petroleum Corporation Ltd. 100% # 2,920,002,610 100% # 2,620,002,610

# 60 shares held by others

* The Company has only one class of shares referred to as equity shares having a par value of ` 10/- Each holder of equity shares is entitled to one vote per share.


58

Note '3' – RESERVES & SURPLUS ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015Surplus (Deficit) in Statement of Profit and LossBalance as at the beginning of the year (74,805.58) (71,376.62)Profit / (loss) for the year (5,448.93) (3,428.96)

Total (80,254.51) (74,805.58)

Note ‘4’ – Long-term borrowings ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015UnsecuredTerm Loan from Parent Company 65,000.00 65,000.00

Total 65,000.00 65,000.00

Terms & Repayment Schedule of Term Loan:Loans & Borrowings ` Lakhs ` Lakhs Maturity in

F.Y.Rate of Interest As at

31-03-2016 As at

31-03-2015Loan from Parent Company 35,000.00 35,000.00 2029-30 0.00%Loan from Parent Company 30,000.00 30,000.00 2028-29 0.00%

Note ‘5’ - Long Term Provisions ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015In respect of Joint ventures:Provision for abandonment 1,511.90 1,560.16

Total 1,511.90 1,560.16

Note ‘6’ - Other current liabilities ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015 Due to Holding Company 447.75 521.60 Due to Operators 4,961.74 7,056.85

Other Payables: (i) Payable for Legal and Professional fees 334.34 90.08 (ii) Payable for Contract Services 258.73 9.07 (iii) Security/Earnest Money deposits 18.45 2.93 (iv) Stautory Dues Payable 72.92 24.79 (v) Payable for Rent 274.00 132.43 (vi) Other Charges Payable 25.95 2.78

In respect of Joint ventures 708.41 697.32 Total 7,102.29 8,537.85

Note ‘7’ - Short Term Provisions ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015 Provision for employee benefits 117.00 106.00 Provision for Liquidated Damages 732.48 357.46 Provision for abandonment 42.42 -

Total 891.90 463.46


59

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60

Note ‘9’ - Capital Work-In-Progress ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015

Exploratory Wells-in-Progress:Acquisition Cost 2,946.81 2,965.56 Exploration Cost– Geological & Geophysical Cost 5,861.84 3,388.87 – Drilling Cost 8,126.39 10,504.47 – General & Administrative Cost 1,197.75 651.57 Exploratory Wells-in-Progress (A) 18,132.79 22,880.87 Development Wells-in-Progress:- Transfer from Exploratory wells 7,652.13 - - Expenditure during the year 42.10 -

Development Wells-in-Progress (B) 7,694.23 - Total (C=A+B) 25,827.02 22,880.87 Less: Provision for CWIP (D) (3,651.75) -

Total (C-D) 22,175.27 22,880.87

Note ‘10’ - Non-Current Investments No. of Shares

Face Value

Book Value

31-03-2016 31-03-2015

` Lakhs ` Lakhs

Unquoted Trade Investments (At cost):

Investment in equity instruments of subsidiaries

a) BPRL International B.V. 235,417,394 Euro 1 151,686.88 151,686.88

(235,417,394) (Euro 1)

b) Bharat Petroresources JPDA Ltd. 60,000,000 ` 10 6,000.00 6,000.00

(60,000,000) (` 10)

157,686.88 157,686.88

Less: Provision for dimunition in the value of investment

Bharat Petroresources JPDA Ltd. 6,000.00 6,000.00

Total 151,686.88 151,686.88

Share Application Money with BPRL International B.V. 102,030.70 40,528.29

Total 253,717.58 192,215.17

Figures in Bracket represents Previous years Figures

31-03-2016 31-03-2015

` Lakhs ` Lakhs

Aggregate Value of Quoted Investments – –

Market Value of Quoted Investments – –

Aggregate Value of Unquoted Investments 157,686.88 157,686.88


61

Note ‘11’ - Long term Loans and Advances (Unsecured, Considered good unless otherwise stated)


31-03-2016 As at

31-03-2015Capital advances - 2.02 Security Deposit 1.00 1.00 Loans and advances to subsidiariesBharat Petroresources JPDA Ltda) Unsecured considered good - -

b) Considered doubtful 3,841.20 3,841.20 Less: Provision for bad and doubtful loans (3,841.20) (3,841.20)

In respect of Joint Venture 2.00 2.00Total 3.00 5.02

Note ‘12’ - Cash and cash equivalents ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015Cash on Hand - -Balance with banksIn current accounts 336.03 152.14 Bank deposits 8,495.13 74,138.47

In respect of Joint Venture 360.27 450.30 Total 9,191.43 74,740.91

Note '13' – Other current assets ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015Prepaid Expense 2.51 5.48 Receivable from Subsidiary Companies BPRL International B.V. 159.71 2,047.63 BPRL Ventures B.V. 67.76 121.80 Cenvat Credit 0.09 6.11 Accrued Interest 2.93 23.13 Income Tax Refund Receivable 248.95 50.74 TDS receivable 136.99 248.95 In Respect of Joint Venture 396.84 331.33

Total 1,015.78 2,835.17


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Note ‘14’ – Other Income ` Lakhs ` Lakhs For the year

April - Mar 2016

For the yearApril -

March 2015Interest Income

Interest Income on Bank Deposits 1,361.69 2,498.78

Miscelleneous Income 9.89 26.44 Foreign Exchange fluctuations (net) 176.56 61.29 Prior Period Item (net) - 33.92 Provision no longer required written back 87.83 10.24

Total 1,635.97 2,630.67

Note ‘15’ - Employee benefits expenses ` Lakhs ` Lakhs For the yearApril - Mar

2016

For the yearApril -

March 2015Salaries and wages 606.50 507.60 Payment to Parent Company towards PF and other Funds 138.91 99.61 Payment to Parent Company towards gratuity 25.47 19.01 Welfare expenses 243.27 110.44

Total 1,014.15 736.66

Note ‘16’ - Other expenses ` Lakhs ` Lakhs For the yearApril - Mar

2016

For the yearApril -

March 2015Irrecoverable Taxes 397.79 171.84 Repairs and maintenance :

Machinery 1.45 1.39 Building - - Others 85.84 91.19

Insurance 0.51 0.53 Rent Rates and taxes 212.51 153.19 Legal and Professional Fees 595.03 337.56 Liquidated Damages Paid 398.00 350.00 Share in Exploration Expenditure 46.25 310.25 Travelling and Conveyance 297.67 237.34 Advertisement 45.22 48.52 Bank Charges 26.18 8.42 Printing & Stationery 11.28 9.52 Software Expenses 61.72 - Postage, Telephone etc 18.89 19.45 Electricity Charges 25.28 28.83 Prior Period Item (net) 27.47 - Security Expenses 5.80 5.48 Payment to Auditors

For Audit Fees 4.00 3.50 For Services 1.75 1.50 For Certification 2.10 1.58

Loss on sale of asset 0.84 - Other Expenses 68.46 41.88

Total 2,334.04 1,821.97


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Notes forming part of accounts (Notes 17 to 35)

17. The Company was incorporated as a 100% subsidiary of Bharat Petroleum Corporation Limited (BPCL) to focus on Exploration and Production Activities. The Board of Directors of BPCL approved the transfer of Exploration and Production assets, liabilities and investments along with the commitments and expenditure, through the assignment of its participating interests to the Company, in respect of Blocks awarded to the Company under NELP–IV and NELP VI rounds in India. The Board of Directors of the Company approved the assignment from BPCL to the Company. Details of the blocks including blocks assigned by BPCL as on 31/03/2016 are as under:

Name Country Participating Interest of BPRL31/03/2016 31/03/2015

NELP – IVCY/ONN/2002/2 India 40.00% 40.00%NELP – VICY/ONN/2004/1 (a) India - -CY/ONN/2004/2 India 20.00% 20.00%NELP – VIIRJ/ONN/2005/1 (c) India 33.33% 33.33%NELP – IXCB/ONN/2010/11 India 25% 25%AA/ONN/2010/3 India 20% 20%CB/ONN/2010/8 India 25% 25%MB/OSN/2010/2 (d) India 20% 20%Blocks outside IndiaEP-413 Australia 27.80% 27.80%

a) In the previous year 2014-15, on completion of Minimum Work Programme Commitments and based on analysis of seismic and well drilling results indicating poor prospectivity, as assessed by the Management, the Company had withdrawn in respect of Block CY/ONN/2004/1. Consequently, an amount of ` 3,159.65 lakhs had been written off to the Statement of Profit and Loss of 2014-15.

b) In respect of CY-ONN-2002/2, the block has entered into Development Phase subsequent to the approval of Field Development Plan (FDP) for 140 sq.km of block area by Management Committee in their meeting held on 16th October 2015. Hence, cost incurred in respect of this block has shown under Development wells-in-progress.

During the year, an amount of ` 871.13 Lakhs (previous year ` 148.08 Lakhs) (net of Royalty of ` 117.00 Lakhs (previous year ` 20.76 Lakhs)) has been generated from production & sale of Pit Oil/Test Oil during testing of Wells NMAD (MD#6) in the block CY/ONN/2002/02. Pending Petroleum Mining Lease from State Government this has been reduced from the cost of development wells in progress expenditure.


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c) On account of the poor prospectivity, as assessed by Management, Company has provided ̀ 2,159.45 lakhs in the financial statements for the year towards impairment loss for Block RJ/ONN/2005/1.

d) Based on analysis of 3D seismic data indicating poor prospectivity, as assessed by Management, Company has provided ` 1,492.29 lakhs in the financial statements for the year towards impairment loss for Block MB/OSN/2010/2. Company has also provided ` 398.00 lakhs as Provision for Liquidated Damages in the financial statement for the year.

18. The Company has interest in various Un-incorporated Joint Ventures. Since these interest is in the nature of Jointly Controlled Assets (JCA), in terms of AS 27 on ‘Financial Reporting of Interests in Joint Ventures’, the financial statements of the Company includes the Company’s share in the assets, liabilities, incomes and expenses relating to JCA. The Company recognises such assets, liabilities, incomes and expenses based on the financial statements received from the respective operators. The company’s share in the assets, liabilities, incomes and expenses in Joint Ventures as furnished by the respective operators has been incorporated in the financial statements as given below:

(` In Lakhs) Sr. No. Particulars 31st March, 2016 31st March, 2015

1 Fixed Asset 50.12 -2 Capital Work in Progress (Gross) 25,827.02 22,880.873 Other Non-Current Assets 2.00 2.004 Current Assets 396.84 331.335 Cash and Bank Balances 360.27 450.306 Current Liabilities/Provisions 708.41 697.327 Expenses 46.25 310.25

• In respect of Block CB/ONN/2010/8, the Company is the operator. The Companies share of the assets and liabilities have been recorded under respective heads.

• Out of the remaining six Indian Blocks (previous year six), the Company has received three (previous year five) audited financial statements as at March 2016. The Company has not received financial statement for three (previous year one) blocks and expenses for these blocks are accounted based on unaudited financial statement from the operator for the period Upto 31st March 2016.

• In respect of one (previous year one) Joint Venture block outside India the assets, liabilities, income and expenditure have been incorporated on the basis of unaudited financial statements as on 31st March 2016.

• During 2015-16, the capital Expenditure in respect of Indian Blocks and Foreign block is ` 2,500.71 Lakhs and ` 445.45 lakhs respectively.


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19. Bharat PetroResources JPDA Ltd.(BPR JPDA) 100% subsidiary of BPRL has a participating interest of 20% in JPDA 06-103 blocks. BPRL has invested ` 6,000 lakhs as equity and has given interest free loan of ` 3,841.20 lakhs to BPR JPDA. The consortium submitted formal request to ANP (Regulator) towards termination of PSC for consent, without claim or penalty, citing expenditure in excess of commitment. ANP rejected the JV’s offer to terminate without claim and penalty. The regulator terminated the PSC on 15th July 2015 and demanded the payment of the “liability upon termination”.

In view of the uncertainties regarding the continuation of activities in the block, the management had provided ` 6,000 lakhs as provision for diminution in value of investments and ̀ 3,841.20 lakhs towards bad and doubtful loans in 2014-15.Negotiations are on-going by the consortium with the regulator to reach at final decision.

20. The Company requires significant amounts of funds to carry on its operations. The recovery against funds invested is subject to the success of exploration activities leading to monetization. BPCL has been extending financial support to the Company to meet its obligation under production sharing contracts and for other activities, as required, and is committed to provide the necessary level of financial support, to enable the Company to continue as a going concern.

21. BPRL had earlier entered into Standby Letter of Credit (SBLC) facility agreement with a number of Indian banks to the extent of 1750 Mn dollars (` 11,60,825.75 Lakhs). During the year, Company has entered into additional Standby Letter of Credit (SBLC) facility agreement of 750 Mn dollars (` 4,97,496.75 Lakhs) with an Indian bank. As per the SBLC facility agreement banks will issue SBLC’s, in favour of the foreign currency lenders for loans taken by BPRL International BV, a wholly owned subsidiary. As of the date of Balance Sheet, SBLC’s to the tune of $ 1,089 Mn (` 7,22,365.28 Lakhs) has been issued.

22. Employee Benefits:

All employees of the Company, below board level, are on deputation from Bharat Petroleum Corporation Limited (BPCL).

a) Expenditure under the head “Employee benefits expenditure” includes debit notes raised by BPCL towards employees on deputation including in respect of employee benefits i.e. leave encashment and retirement benefits towards Provident Fund, Gratuity, etc. The details of expenses debited to the profit and loss account under this head are as follows:

(` In Lakhs)

Sr No Particulars For the year 2015-2016

For the year 2014-2015

1 Provident Fund 45.18 52.322 Gratuity 25.47 21.483 Leave encashment 47.00 40.224 Super-Annuation (NPS) 64.66 53.50

Total 182.31 167.52


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b) Pursuant to Company been upgraded to Schedule “B”, Government of India has appointed three Whole time directors on the Board of BPRL. Expenses in relation to Provident Fund, NPS and Gratuity of Directors are paid to the respective Parent Company’s trust. Directors are also entitled to accumulate Leave which can be availed or encashed during the service period. Provision in respect of Leave encashment has been made in the books of the Company. The details of expenses debited to the profit and loss account under this head are as follows:

(` In Lakhs)



1 Provident Fund and other benefits

14.67 -

2 Leave encashment 6.21 -Total 20.88 -

In view of the above, the management is of the view that no additional disclosure is required in terms of Accounting Standard 15 on “Employee Benefits” issued by the Companies Accounting Standard Rules 2006.

23. Details of Reserves:

BPRL’s share of Estimated Ultimate Recovery (EUR) as approved by Management Committee for the block CY-ONN-2002/2 as at 31st March 2016 is given below:

Project Details Crude Oil (MMm3) Gas (MMm3)CY-ONN-2002/2 Opening 0.4948 1080.80

Extended Production Testing

0.0033 0.30

Closing 0.4915 1080.50

MMm3 = Million Cubic Meters

24. Disclosure under Accounting Standard -20 on “Earnings Per Share (EPS)”:

The basic/diluted earnings per equity share are calculated as stated below:

Particulars 2015-16 2014-15Net profit/ (loss) after tax ` in

Lakhs(5,448.93) (3,428.96)

Weighted average equity shares outstanding during the period (for Basic Earnings Per Share)

Nos. 287,81,99,391 262,00,02,670

Weighted average equity shares outstanding during the period (for Diluted Earnings Per Share)

Nos. 287,81,99,391 262,08,24,588

Basic earnings per equity share ` (0.19) (0.13)Diluted earnings per equity share ` (0.19) (0.13)


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Calculation of Weighted Average number of equity shares:

Particulars 31st March 2016 31st March 2015Shares existing at the beginning of the year 262,00,02,670 262,00,02,670Shares issued and allotted during the year 30,00,00,000 NilApplication money received during the year pending allotment

Nil 30,00,00,000

Weighted Average Number of shares issued during the year

25,81,96,721 8,21,917

Weighted Average Number of shares for EPS Calculation

287,81,99,391 262,08,24,588

25. Expenditure incurred by BPCL on behalf of the Company is accounted for on the basis of the debit notes raised by BPCL. Supporting documents for such debit notes are available with BPCL.

26. Disclosure under Accounting Standard – 18 on “Related party Disclosure”

1) Name of the related parties and description of relationship: a) Subsidiaries: i) BPRL International B.V. ii) Bharat PetroResources JPDA Ltd. b) Step-down subsidiaries: i) BPRL Ventures B.V. ii) BPRL Ventures Mozambique iii) BPRL Ventures Indonesia B.V. c) Joint Venture/ Jointly Controlled Entities: IBV Brasil Petroleo Private Ltda d) Key Management Personnel: i) Shri D. Rajkumar (Managing Director) ii) Shri Ajay Kumar, Director (Ops & BD) iii) Shri Pankaj Kumar, Director (Finance) 2) Details of Transactions: i) BPRL International B.V.:

(` In Lakhs) Transaction during the year 2015-16 2014-15

Share Application Money 61,502.41 40,528.29Reimbursement of SBLC expenses 5,293.56 3,721.28

Closing Balance 31st March, 2016 31st March, 2015Investments 1,51,686.88 1,51,686.88Share Application Money with BPRL International B.V.

1,02,030.70 40,528.29

Receivable from BPRL International B.V. 159.71 2,047.63


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ii) BPRL Ventures B.V.:

(` In Lakhs) Transaction during the year 2015-16 2014-15

Deputation employee cost 54.86 121.30

Closing Balance 31st March, 2016 31st March, 2015Receivable from BPRL Ventures B.V. 67.76 121.80

iii) There were no transactions entered during the year with BPRL Ventures Mozambique B.V. and BPRL Ventures Indonesia B.V.

iv) Bharat PetroResources JPDA Ltd.:

(` In Lakhs) Closing Balance 31st March, 2016 31st March, 2015

Outstanding Loan 3,841.20 3,841.20

v) IBV Brasil Petroleo Pvt Ltda: No Transactions vi) Key Management Personnel:

(` In Lakhs) Name 2015-16 2014-15

Shri D. Rajkumar 42.77 58.94Shri Pankaj Kumar 23.14 -Shri Ajay Kumar 29.12 -

In view of the exemption provided under AS-18 Related Party Disclosures, related party relationship with other state-controlled enterprises and transactions with such enterprises are not included in the above.

27. In respect of blocks held in India, as per the Production Sharing Contracts signed by the Company with the Government of India (GoI), the Company is required to complete Minimum Work Programme (MWP) within stipulated time. In case of delay, Liquidated Damages (LD) is payable for extension of time to complete MWP. Further, in case the Company does not complete MWP or surrender the block without completing the MWP, the estimated cost of completing balance work programme is required to be paid to the GoI.

28. Capital commitments and Contingent Liabilities: a) Capital Commitments: Based on the estimation by the Management, BPRL’s share of MWP commitments as

on the reporting date amounted to ` 41,565 Lakhs. (Previous year ` 10,044.59 Lakhs). Company has provided Bank Guarantees to Director General of Hydrocarbon (DGH) to the extent of ` 789.98 Lakhs (` 2,231.65 Lakhs) towards MWP.

b) Contingent Liabilities: i) Contingent liabilities in respect of operations where BPRL is not the operator are

recognised based on inputs received from the operator.


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29. Expenditure in Foreign Currency: (` In Lakhs)

Sr. No. Particulars 2015-2016 2014-20151. Professional Consultancy Fees 165.15 150.982. Drilling and other related charges 399.54 30.813. Travelling & Conveyance 5.90 28.644. Software Charges 61.72 -5. Others 12.11 0.18

30. As at March 31, 2016, there are no creditors covered under the Micro, Small and Medium Enterprises Development Act, 2006 and hence no disclosures under the Act are made.

31. Segment Information The Company has identified the geographical segment as its primary segment. Geographic

segments of the Company are determined based on the location of the assets viz. “Within India” and “Outside India”. The Company is operating in a single business segment i.e. Exploration & Production of Hydrocarbons and as such all business activities revolve around this segment. Hence, there is no separate secondary segment to be reported in line with the requirement of AS 17 on Segment Reporting issued by the Companies Accounting Standard Rules 2006. The segment information is as under:

(` In Lakhs)Within India Outside India Total

2015-16 2014-15 2015-16 2014-15 2015-16 2014-15RevenueExternal Revenue - - - - - -Inter Segment Revenue - - - - - -Total Revenue - - - - - -ResultSegment Results (3,698.00) (3,809.55) (40.53) 1.11 (3,738.53) (3,808.44)Unallocated Corporate Expenses - - - - (3,301.93) (2,248.60)Operating Profit (7,040.46) (6,057.04)Add: Interest & Other Income 87.83 - - - 87.83 -Prior period income - - - - - 33.92Unallocated Corporate Income - - - - 1,548.14 2,594.16Profit after Tax (5,404.50) (3,428.96)Other InformationSegment Assets 20,098.26 17,548.69 6,537.99 6,117.82 26,636.25 23,666.51Unallocated Corporate Assets - - - - 259,615.60 269,089.64Total Assets 20,098.26 17,548.69 6,537.99 6,117.82 286,251.85 292,756.14Segment Laibilities 10,005.96 8,054.73 1,602.74 1,617.05 11,608.70 9,671.78Unallocated Corporate Liabilities - - - - 66,549.14 65,889.68Total Liabilities 10,005.96 8,054.73 1,602.74 1,617.05 78,157.84 75,561.46Capital Expenditure 2,500.70 5,829.69 445.45 78.57 2,946.15 5,908.26Depreciation - - - - 44.43 87.19Non Cash Exp (other than depreciation)

- - - - - 253.00

Capital Expenditure for the period 2015-16 for Indian Blocks is ` 2,500.71 lacs and for foreign block is ` 445.45 lacs


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32. Taxation:-

a. Deferred Tax Provision

Since all the blocks are in the exploration phase (one in development), there is no virtual/reasonable certainty supported by convincing evidence that sufficient future taxable income will be available against which unabsorbed depreciation and carry forward tax losses can be realised. Hence, no deferred tax asset has been recognised as per AS – 22 in the accounts in respect of unabsorbed depreciation and carry forward losses.

b. Current Tax Provision

During the year there is no taxable income, hence no provision for tax has been made in the current year.

33. The Company’s unhedged exposure towards foreign exchange is given below:

Currency 31st March, 2016 31st March, 2015USD Receivable 2,40,768 3,466,042USD Payable 1,04,299 21,909AUD Payable 63,200 19,613GBP Payable 1,593,000 1,562,500

34. Exchange Rate - 1 USD = INR 66.3329 & 1 AUD = INR 50.80, 1 GBP = 95.0882 as at 31.03.2016

35. Figures of previous year have been regrouped wherever necessary to confirm to current year presentation.


Sd/- Sd/- For and on behalf ofD. Rajkumar Ajay Kumar V M.B. Agrawal & Co. Managing Director Director (Ops & BD) Chartered Accountants

Sd/- Sd/- Sd/- Pankaj Kumar Narendra Dixit Harshal Agrawal Director (Finance) Company Secretary Partner



71

CONSOLIDATED

FINANCIAL STATEMENTS

OF



72

INDEPENDENT AUDITOR’S REPORT

To, The Members of Bharat PetroResources Limited

Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of M/s. Bharat PetroResources Limited (“the Holding Company”) and its subsidiaries and associate (collectively referred to as “the Group”), comprising of the consolidated balance sheet as at March 31st , 2016, the consolidated statement of profit and loss, the consolidated cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”.).

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements to give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report and the rules made there under.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.


73

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In case of its Consolidated Balance Sheet, of the State of Affairs of the Company as at March 31st, 2016,

b. In case of Consolidated Statement of Profit & Loss, of the Loss for the year ended on that date, and

c. In case of Consolidated Cash Flow Statement, of its cash flow for the year ended on that date.

Other Matter

8. We did not audit the financial statement of 2 (two) subsidiaries and 1 (one) jointly controlled entity, whose adjusted financial statements reflect total assets of ` 12,09,167.58 lakhs as at March 31, 2016 and total revenues of ` 271.59 lakhs and net cash flows amounting to ` (20,064.82) lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s net loss of ` 24,831.38 lakhs for the year ended 31st March, 2016, as considered in the consolidated financial statements. Theses financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entities, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, insofar as it relates to aforesaid subsidiaries and jointly controlled entities, is based solely on the reports of the other auditors.

9. Financial statements of BPR JPDA are prepared under Indian GAAP and audited by another firm of auditors on which we have placed reliance for the purpose of this report. Financial statements of other entities are prepared under respective GAAP and audited by the local firm of auditors. For the purposes of consolidation, we are furnished with financial statements prepared and certified by the management under Indian GAAP, which are prepared based on audited financial statements prepared under Indian GAAP, on which we have placed reliance for the purpose of this report.


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10. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of the Accounting Standard (AS) 21 on “Consolidated Financial Statements”, Accounting Standard (AS) 27 “Financial Reporting of Interest in Joint Ventures” notified pursuant to the Companies (Accounting Standards) Rules, 2006.

11. The auditors of IBV Brazil Petroleo Ltda. have drawn attention to the fact that the said joint venture has spent significant amounts that are related mainly to exploration and evaluation costs, the recovery of which is subject to the success of all its exploration campaigns. The management of the said joint venture understands that the members of the joint ventures will continue to provide the funds necessary for keeping the Company’s operations and, therefore, the financial statements for the year ended December 31, 2015 were prepared based on the assumption that the Company will continue to operate as a going concern.

Emphasis of Matter

12. Attention is drawn to our observation in our Audit Report of the Holding Company regarding incorporation of details about the Holding Company’s share in assets, liabilities, income and expense in the operations of the joint ventures based on the audited/ unaudited statements received from the respective Operators. In these regards, it has been observed that:

• In case of three blocks, no audited statements have been received by the Company. Total assets, liabilities, income and expenses in respect of this blocks, amounts to ` 8697.41 Lakhs, ` 48.51 Lakhs, NIL Lakhs and NIL respectively.;

• The audited statements referred above are prepared, as stated there in, to meet requirements of production sharing contracts and are special purpose statement;

• None of the statements, audited as well as unaudited, are drawn up in the format prescribed under Schedule III to the Act;

• Some of the Operators use accounting policies other than those adopted by the Company for like transactions. The Company has made appropriate adjustments while incorporating relevant data; and

• No break up of assets and liabilities is available in respect of one blocks where the Company has invested ` 1240.69 lakhs.

The Company’s proportionate share in jointly controlled assets, liabilities for which the Company is jointly responsible, Company’s proportionate share of income and expenses for the year, the elements making up the Cash Flow Statement and related disclosures contained in the enclosed financial statements and our observations thereon are based on such audit reports and statements from the operators to the extent available with the Company.

13. Attention is drawn to the observation in the Audit Report of Bharat PetroResourcesJPDA Limited (Standalone) regarding the financial statements indicating that the Company has accumulated losses and negative net worth. The Company has incurred a net loss of ` 202.43 Lakhs during the current year (Previous Year Loss ` 2,294.50 Lakhs) as at the balance sheet date. This conditions, along with other matters indicates the existence of a material uncertainty that cast significant doubt about the company’s ability to continue as a going concern.


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Report on Other Legal and Regulatory Requirements

14. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The consolidated balance sheet, consolidated statement of profit and loss and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of accounts maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) As per the notification no. G.S.R. 463(E) dated June 05, 2015, the Government companies are exempted from provisions of Section 164(2) of the Act. Accordingly, we are not required to report whether any directors are disqualified in terms of provisions contained in the said section.

f) With respect to the adequacy of the financial controls over financial reporting of the Holding Company and its Indian Subsidiary and the operating effectiveness of such controls, refer to our separate report in Annexure A and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Group does not have any pending litigations which would impact its financial position.

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group during the year ended March 31st, 2016.




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Annexure – A to Independent Auditors’ Report Referred to in Paragraph 14(f) of the Independent Auditors’ Report of even date on

the financial statement as of and for the year ended March 31st, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March 2016, we have audited the internal financial controls over financial reporting of Bharat PetroResources Limited (“the Holding Company”) and its subsidiary companies which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

2. The Respective Board of Directors of Holding Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.


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Meaning of Internal Financial Controls over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.




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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016

Particulars Note no.


31/03/2016 As at

31/03/2015I EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 2 292,000.27 262,000.27 (b) Reserves & Surplus 3 (144,874.21) (149,038.25)

147,126.06 112,962.02

(2) Share application money pending allotment - 30,000.00

(3) Non-current liabilities(a) Long-term borrowings 4 778,078.68 346,658.60 (b) Trade payables - - (c) Deferred tax liabilities (Net) - - (d) Other Long term liabilities - - (e) Long-term provisions 5 1,511.90 1,560.16

779,590.58 348,218.76 (4) Current liabilities

(a) Short-term borrowings - -(b) Trade payables - -(c) Other current liabilities 6 13,488.57 350,480.07 (d) Short-term provisions 7 3,213.55 2,654.13

16,702.12 353,134.20 TOTAL 943,418.76 844,314.98

II ASSETS(1) Non-current assets

(a) Fixed assets(i) Tangible assets 8 155.53 73.54 (ii) Intangible assets 8 26,471.62 27,484.17 (iii) Capital work-in-progress 9 864,486.73 732,684.63 (b) Long-term loans and advances 10 2,285.54 2,615.83 (c) Other non current assets 11 9,848.16 -

903,247.58 762,858.17 (2) Current assets

(a) Cash and cash equivalents 12 39,277.24 80,718.91 (b) Short-term loans and advances - - (c) Other current assets 13 893.94 737.90

40,171.18 81,456.81 TOTAL 943,418.76 844,314.98



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CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2016

Particulars Note No.

` Lakhs ` Lakhs For the

year 2015-16

For the year

2014-15I Other Income 14 1,730.99 2,702.32 II Total Revenue 1,730.99 2,702.32 III Expenses:

Employee benefits expenditures 15 1,108.76 851.35 Provision for abandonment 40.53 - Project cost charged off - 18,551.03 Provision for CWIP 3,714.49 83.39 Liability upon termination - 2,190.68 Finance Costs 16 9,223.54 7,132.94 Depreciation and amortization expenses 8 48.17 91.70 Other expenses 17 12,426.88 12,478.11 Total expenses 26,562.37 41,379.20

IV Profit (Loss) before tax (II - III) (24,831.38) (38,676.88)V Tax Expense:

(i) Current tax - - (ii) Deferred Tax (in respect of Joint Venture) - - (iiii) Excess provision of tax relating to earlier years - (8.88)

VI Profit (Loss) for the period from continuing operations (IV - V) (24,831.38) (38,668.00)VII Profit (Loss) from discontinuing operations - -VIII Tax expense of discountinuing operations - -IX Profit / (Loss) from discontinuing operations (after tax) (VII - VIII) - -X Profit / (Loss) for the period (IV + IX) (24,831.38) (38,668.00)XI Earnings per share

(i) Basic (0.86) (1.48)(ii) Diluted (0.86) (1.48)







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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2016Particulars

For the year ended 31st March, 2016

For the year ended 31st March, 2015

` Lakhs ` Lakhs ` Lakhs ` LakhsA CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extraordinary Items (24,831.38) (38,668.00)Adjustments for :

Depreciation / Amortisation 51.20 91.70 (Profit) / loss on sale of assets 0.84 - Finance costs 9,223.54 7,132.94 Interest income (1,366.70) (2,509.00)Provision for abandonment 40.53 - Provision for LD 3,714.49 350.00 Liability upon termination - 2,190.68 Provision for impairment - 83.39 Project Cost charged off - 18,551.03 Goodwill written off - 10,058.70 Provisions written back (87.83) (10.24)Net unrealised exchange (gain) / loss 9,034.70 (70.35)Short /(Excess) Provision for other items (Net) - 20,610.77 - 35,868.85

(4,220.61) (2,799.15)Operating Profit before working capital changesAdjustments for:

(Increase) / Decrease in Current Assets (65.74) (150.86)(Increase) / Decrease in Non Current Assets 311.20 (925.39)Increase / (Decrease) in Non Current Liabilities (5.84)Increase / (Decrease) in Current Liabilities (23,233.11) (22,993.49) 11,163.44 10,087.19

Cash generated from Operations (27,214.10) 7,288.04 Direct taxes paid (86.25) (300.42)Net cash from Operating Activities (A) (27,300.35) 6,987.62

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets and Intangible Assets (118.36) (1.70)Additions to CWIP (135,516.59) (217,328.74)Sale of Fixed Assets 1.50 - Deposits with Banks 42,426.82 (16,029.61)Interest received 1,381.74 2,485.87 Net Cash used in Investing Activities (B) (91,824.89) (230,874.18)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Issue of equity shares 30,000.00 - Proceeds from borrowings 431,420.08 133,795.85 Proceeds from Share Application Money (30,000.00) 30,000.00 Repayment of Loan (312,954.00) - Finance Cost (19,311.81) (7,132.94)Net cash used in Financing Activities (C) 99,154.27 156,662.91

Net increase / (decrease) in Cash and cash equivalents (A+B+C) (19,970.97) (67,223.64)Cash and cash equivalents at the beginning of the year 6,580.44 18,408.83 Effect of exchange differences on restatement of foreign currency Cash and cash equivalents

20,956.11 55,395.26

Cash and cash equivalents at the end of the year 7,565.58 6,580.44

Reconciliation of Cash and cash equivalents with the Balance Sheet:Cash and cash equivalents at the beginning of the yearBank Balance 5,723.65 18,312.85 Share of Interest in Joint Venture 856.79 95.98

6,580.44 18,408.83 Cash and cash equivalents at the end of the year

Bank Balance 6,933.99 5,723.65 Share of Interest in Joint Venture 631.60 856.79

7,565.59 6,580.44 Notes: 1 The Cash Flow Statement is prepared in accordance with Accounting Standard 3 issued by the Institute of Chartered Accountants of India.2 In Part-A of the Cash Flow Statement, figures in brackets indicate deductions made from the Net Profit / (Loss) for deriving the net cash flow

from operating activities. In Part-B and Part-C, figures in brackets indicate cash outflows.3 Figures of previous year have been regrouped wherever necessary, to conform to current year’s presentation.For and on behalf of the Board of Directors As per our attached report of even dateSd/- Sd/- For and on behalf ofD. Rajkumar Ajay Kumar V M.B. Agrawal & Co. Managing Director Director (Ops & BD) Chartered AccountantsSd/- Sd/- Sd/- Pankaj Kumar Narendra Dixit Harshal Agrawal Director (Finance) Company Secretary Partner

Place: Mumbai, 13th May, 2016 Membership No.: 109438


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NOTES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF PROFIT AND LOSS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1. DESCRIPTION OF BUSINESS

Bharat PetroResources Limited (‘the Holding Company’) was incorporated as a 100% subsidiary of Bharat Petroleum Corporation Limited (BPCL) to focus on Exploration and Production activities. The Holding Company and its subsidiaries are hereinafter collectively referred to as ‘the Group’.

2. PRINCIPLES OF CONSOLIDATION

(a) The Consolidated Financial Statements include the financial statements of the Holding Company and its subsidiaries and joint venture. Subsidiaries are those companies in which Bharat PetroResources Limited, directly or indirectly, has an interest of more than one half of voting power or otherwise has power to exercise control over the composition of the Board of Directors. Subsidiaries and joint ventures are consolidated from the date on which effective control is transferred to the Group to the date such control exists.

(b) The subsidiaries and joint ventures considered in the consolidated financial statements are given below:

Sr. No.

Name of the Group Relationship Country of Incorporation

Percentage of Group holding as at March 31, 2016

1 Bharat PetroResources JPDA Ltd. (BPR JPDA)

Subsidiary India 100%

2 BPRL International BV Subsidiary Netherlands 100%3 BPRL Ventures BV Subsidiary Netherlands 100%4 BPRL Ventures Mozambique BV Subsidiary Netherlands 100%5 BPRL Ventures Indonesia BV Subsidiary Netherlands 100%6 IBV (Brazil) Petroleo Pvt Ltda. Joint Venture Brazil 50%

Notes: i) BPRL Ventures BV, BPRL Ventures Mozambique BV and BPRL Ventures

Indonesia BV are wholly owned subsidiaries of BPRL International BV. ii) IBV Brazil Petroleo Pvt Ltda. is a 50% joint venture of BPRL Ventures BV and

Videocon Energy Brazil Limited. iii) The ownership interest as given above has been calculated based on the effective

interest of Bharat PetroResources Limited in the various subsidiaries and joint ventures including the investments made by its subsidiaries.

(c) The Consolidated Financial Statements have been prepared in accordance with historical cost convention and Accounting Standard 21 - “Consolidated Financial Statements” and Accounting Standard 27 – “Financial Reporting of Interest in Joint Ventures” issued by the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 2013.


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(d) The Consolidated Financial Statements have been prepared on the following basis:

i) The financial statements of each of the subsidiaries drawn up to the same reporting date i.e. year ended March 31, 2016, have been used for the purpose of consolidation.

ii) The financial statements of the Joint Venture, drawn up to the same reporting date i.e. year ended March 31, 2016, have been used for the purpose of consolidation.

iii) All the subsidiaries and joint venture of the Holding Company are incorporated outside India except Bharat PetroResources JPDA Ltd. The activities of the subsidiaries and joint venture are not an integral part of those of the Holding Company and hence, these have been considered to be Non-Integral foreign operations in terms of Accounting Standard 11 – ‘The Effects of Changes in Foreign Exchange Rates. Consequently, the assets and liabilities, both monetary and non-monetary, of such subsidiaries and joint venture have been translated at the closing rates of exchange of the respective currencies as at March 31, 2016. Revenue items are consolidated at the average rate prevailing during the year. Exchange Rate considered as on 31st March 2015 is 1 USD = ` 62.5908, 1 Reais = ` 19.466 and on 31st March 2016 is 1 USD = ` 66.3329, 1 Reais = ` 19.04.

iv) All inter group transactions, balances and unrealized surplus and deficit on transactions between group companies are eliminated.

v) Changes have been made in the accounting policies followed by each of the subsidiaries and joint venture to the extent they were material and identifiable from their respective audited accounts to make them uniform with the accounting policies followed by the Holding Company. Where it has not been practicable to use uniform accounting policies in preparing the consolidated financial statements, the different accounting policies followed by each of the group companies have been followed. (Refer Note No.3 below)

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Accounting Convention

The consolidated financial statements are prepared under historical cost convention in accordance with the mandatory Accounting Standards issued by the the Companies (Accounting Standard) Rules, 2006 and the provisions of the Companies Act, 2013, adopting accrual system of accounting except where otherwise stated.

(b) Use of Estimates

The preparation of financial statements requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Differences between actual results and estimates are recognised in the period in which they materialise.


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(c) Oil and natural gas producing activities (i) The Company follows the “Full Cost” method of accounting for its oil and

natural gas exploration and production activities read with the Guidance Note (A) 15 (Revised 2013) on Accounting for Oil and Gas Producing Activities issued by the Institute of Chartered Accountants of India. Accordingly, all acquisition, exploration and development costs are treated as capital work-in-progress and are accumulated in a cost centre. General & Administrative expenses identifiable in respect of blocks or cost centre is capitalised along with block or cost centre. The cost centre is not normally smaller than a country except where warranted by major difference in economic, fiscal or other factors in the country. When any well in a cost centre is ready to commence commercial production, these costs are capitalised from capital work-in-progress to the gross block of assets regardless of whether or not the results of specific costs are successful. Depletion is charged on all capitalised costs according to the unit of production method. On Completion of the minimum work programme or on the expiration of licence period and if hydrocarbons are not found in any of the block or the cost centre, then expenditure accumulated under the head Capital work-in-progress in relation to the block or cost centre is written off.

(ii) The Net quantities of the Company’s interests in proved reserves and proved developed reserves of Oil & Gas at the beginning and additions, deductions, production and closing balance for the year and disclosure of quantities on the geographical basis. In respect of blocks which are in development phase have been reported based on Management Committee approval of the respective block.

(iii) Surrender of field / disposal of participation interest If the Company were to surrender a field, the accumulated acquisition,

exploration, development and General & Administrative costs in respect of such field are deemed to be fully depreciated if the remainder of the wells in the cost centre continue to produce oil or gas. Gain or loss is recognised only when the last well on the cost centre ceases to produce and the entire cost centre is abandoned. Also, in the event the Company assigns or farms out the whole or any part of its participating interest, the corresponding carrying value of the capitalised amount is adjusted against the consideration and the net amount credited or, as the case may be, is charged to the profit and loss account in the year in which the Company’s participating interest is assigned, surrendered or farmed out.

(iv) Depletion Depletion charge is calculated on the capitalised cost according to the unit of

production method. The depreciation charge or the unit of production (UOP) charge for all costs within a cost centre is calculated by multiplying the UOP rate with the production for the period. The unit of production rate is arrived at by dividing the depreciation base of the cost centre by the Proved Oil and Gas Reserves. The depreciation base of a cost centre includes gross block of the cost centre, estimated future development expenditure and estimated site restoration expenditure and is reduced by the accumulated depreciation and accumulated impairment charge of the cost centre. The estimates of proved reserves used are based on the latest technical assessment available with the Group.


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(v) Site restoration costs

Liabilities for site restoration costs (net of salvage values) are recognised when the Group has an obligation to dismantle and remove a facility such as oil and natural gas production or transportation facility or an item of plant and to restore the site on which it is located and when a reasonable estimate of that liability can be made. Where an obligation exists for a new facility, the liability is recognized on construction or installation. An obligation may also crystallize during the period of operation of a facility through a change in legislation or through a decision to terminate operations. The amount recognized is the value of estimated future expenditure determined in accordance with local conditions and requirements. The corresponding amount is added to the cost of the tangible fixed asset and is subsequently depleted as part of the capital costs of the facility or item of plant. Any change in the value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding tangible fixed assets.

(d) Fixed assets

(i) Intangible assets

Holding Company

Expenditure incurred for creating/acquiring other intangible assets of ` 50 lacs and above, from which future economic benefits will flow over a period of time, is amortised over the estimated useful life of the asset or five years, whichever is lower, from the time the intangible asset starts providing the economic benefit.

In other cases, the expenditure is charged to revenue in the year the expenditure is incurred.

Subsidiary Company

Software is amortised over the estimated useful life of the asset or five years, whichever is lower.

(ii) Tangible Assets

Fixed Assets are stated at cost of acquisition (including incidental expenses) less accumulated depreciation.

(e) Impairment of assets

According to AS – 28 issued by ICAI, the carrying values of fixed assets of identified cash generating units (CGU) are reviewed for impairment at each Balance Sheet date when events or changes in circumstances indicate that the carrying values may not be recoverable. If the carrying values exceed the estimated recoverable amount, the assets of the CGU are written down to the recoverable amount and the impairment losses are recognized in the profit and loss account. The recoverable amount is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.


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(f) Depreciation

(i) Depreciation on fixed assets is provided on the straight line basis, over the useful lives of assets (after retaining the residual value) as prescribed by the Schedule II of the Companies Act 2013, except in following cases:

i. Fixed assets costing not more than ` 5,000 each are depreciated @ 100 percent in the year of acquisition.

ii. Computer equipments are depreciated over a period of 4 years. Mobile phones are depreciated over a period of 3 years. Furniture, other than computer equipment and mobile phones, provided at the residence of management staff are depreciated over a period of 7 years as per internal assessment. The useful lives are estimated based on the HR policy for replacement/renewal of entitlements.

iii. Workstations are depreciated over a period of 5 years. The useful lives are estimated based on the internal assessment.

(g) Revenue Recognition

• Revenue is respect of interest on deposit is recognised on accrual basis.

• Liquidated Damages for delay in execution of contracts/supplies are accounted for as per the terms of the contracts and are recognized as income in the year of deduction.

(h) Investments

a) Current investments are valued at lower of cost or fair market value.

b) According to Accounting Standard – 13 “Accounting for Investments” issued by the Companies (Accounting Standard) Rules, 2006, long-term investments are valued at cost. Provision for diminution is made to recognize a decline, other than of temporary nature, in the value of such investments

(i) Foreign currency transactions

i. Transactions in foreign currency are accounted in the reporting currency at the exchange rate prevailing on the date of transaction.

ii. According to Accounting Standard – 11 The Effects of Changes in Foreign Exchange Rates issued by the Companies (Accounting Standard) Rules, 2006, Monetary items in form of Advances, Current Assets and Current Liabilities denominated in foreign currency, outstanding at the close of the year, are converted in Indian Currency at the appropriate exchange rates prevailing on the date of Balance Sheet. Any profit/loss arising out of such conversion is charged to Profit and Loss Account.

iii. Foreign exchange differences on long term foreign currency monetary items relating to acquisition of depreciable assets are adjusted to the carrying cost of the assets and depreciated over the balance life of the asset and in other cases, if any, accumulated in “Foreign Currency Monetary Item Translation Difference Account” and amortised over the balance period of the asset or liability.


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(j) Provisions, contingent liabilities and capital commitments

a. According to Accounting Standard– 29 “Provisions, Contingent Liabilities and Contingent Assets” issued by the Companies (Accounting Standard) Rules, 2006, provision is recognised when there is a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.

b. Disclosure for a contingent liability is made when there is a possible obligation that may, but probably will not, require an outflow of resources.

c. Capital commitments and Contingent liabilities disclosed are those which exceed ` 1 Lakhs in each case.

d. Show cause notices issued by various Government authorities are considered for the evaluation of Contingent liabilities only when converted into demand.

(k) Taxes on income

a. Provision for current tax is calculated on the basis of the provisions of local laws of respective entity..

b. According to Accounting Standard – 22 “Accounting for Taxes on Income” issued by the Companies (Accounting standard) Rules, 2006, deferred tax on account of timing difference between taxable and accounting income is provided using the tax rates and tax laws enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised with regard to all deductible timing differences to the extent that it is probable that taxable profit will be available against which deductible timing differences can be utilised. When the Group carries forward unused tax losses and unabsorbed depreciation, deferred tax assets are recognised only to the extent there is virtual certainty backed by convincing evidence that sufficient taxable income will be available against which deferred tax assets can be realised.

(l) Classification of income/expenses

Holding Company

a. Prepaid expenses upto ` 0.1 Lakh in each case, are charged to revenue as and when incurred.

b. Liabilities for expenses are provided for only if the amount exceeds ̀ 0.1 Lakhs in each case.

c. Acquisition cost which cannot be assigned / identified to particular block is expensed during the year.


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Note '2' – SHARE CAPITAL Equity Share Capital

As at 31 March, 2016 As at 31 March, 2015

Number of shares

` Lakhs Number of shares

` Lakhs

i Authorised

Equity shares of ` 10 each with voting rights * 3,000,000,000.00 300,000.00 3,000,000,000.00 300,000.00

Total 3,000,000,000.00 300,000.00 3,000,000,000.00 300,000.00

ii Issued, subscribed and paid-up Capital:

Issued and Subscribed Capital:


2,920,002,670.00 292,000.27 2,620,002,670.00 262,000.27

Paid up Capital:


2,920,002,670.00 292,000.27 2,620,002,670.00 262,000.27

Total 2,920,002,670.00 292,000.27 2,620,002,670.00 262,000.27

iii Par value of equity shares: ` 10 each ` 10 each

iv No. of shares outstanding

Equity shares of ` 10 each fully paid-up

As at beginning of the year 2,620,002,670.00 262,000.27 2,620,002,670.00 262,000.27

Issued during the year 300,000,000.00 30,000.00 - -

As at the year end 2,920,002,670.00 292,000.27 2,620,002,670.00 262,000.27

v Shareholders holding more than 5% shares No.ofShares No.ofShares

Name of shareholder % holding 31st March 2016 % holding 31st March 2015Bharat Petroleum Corporation Ltd 100% # 2,920,002,610.00 100% # 2,620,002,610.00

vi Shareholders held by Holding Company

Name of shareholder 31st March 2016 31st March 2015Bharat Petroleum Corporation Ltd. 100% # 2,920,002,610.00 100% # 2,620,002,610.00

* 60 shares held by other shareholders* The Company has only one class of shares referred to as equity shares having a par value of ` 10/-. Each holder

of equity shares is entitled to one vote per share. In the event of liquidition for the Company, the holders of equity share will be entitled to receive any of the

remaining assets of the company, after distribution for all preferential amounts. However, no such preferential amounts exist currently. The distriubtion will be in proportion to the number of equity shares held by the shareholders.


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Note '3' – RESERVES & SURPLUS ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015(a) Foreign currency translation reserve

Opening balance 39,728.63 (5,615.79) Add / (Less): Effect of foreign exchange rate variations during the year 28,995.42 45,344.42 Add / (Less): Transferred to Statement of Profit and Loss on disposal of the net investment in non-integral foreign operations

- -

Closing balance 68,724.05 39,728.63 (b) Surplus/(Deficit) in Statement of Profit & Loss

Opening balance (188,766.88) (150,098.88) Add: Transferred from surplus/ (deflicit) in Statement of Profit and Loss (24,831.38) (38,668.00)Closing balance (213,598.26) (188,766.88)Total (144,874.20) (149,038.25)

Note ‘4’ -Borrowings ` Lakhs ` Lakhs As at 31-03-2016 As at 31-03-2015Current Non Current Current Non Current

Term loans Secured

From banks - 713,078.68 312,954.00 281,658.60 Unsecured

From banks - - - - From Parent Company - 65,000.00 - 65,000.00

Total - 778,078.68 312,954.00 346,658.60

Terms & Repayment Schedule of Term Loans: ` LakhsLoans & Borrowings Book value

as on 31st March,

2016

Book value as on

31st March, 2015

Date of Maturity

Rate of Interest

(%)

Security

Secured:i) Loan from Bank - 312,954.00 29/11/2015

Margin + 3 months LIBOR

i) Pledge of shares held in BPRL Ventures Mozambique BV and BPRL Ventures Indonesia BV.

ii) A first rank security interest on fixed and current assets and cash flows of BPRL Ventures Mozambique BV and BPRL Ventures Indonesia BV.

ii) Loan from Bank - 93,886.20 16/06/2016iii) Loan from Bank 198,998.70 187,772.40 6/12/2017iv) Loan from Bank 82,916.13 - 24/08/2020v) Loan from Bank 165,832.25 - 27/11/2020vi) Loan from Bank 265,331.60 - 27/11/2022

Subtotal 713,078.68 594,612.60 Unsecured:i) Loan from Bank - - - - -ii) Loan from Parent

Company 35,000.00 35,000.00 2029-30 0.00%

iii) Loan from Parent Company

30,000.00 30,000.00 2028-29 0.00% -

Subtotal 65,000.00 65,000.00 Subtotal 778,078.68 659,612.60


89

Note ‘6’ - Other current liabilities ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015

Due to Holding Company 447.75 521.60

Due to Operator 8,086.15 16,267.14

Current maturities of long term borrowings (note no. 4) - 312,954.00

Interest accrued but not due on borrowings 1,308.95 1,549.05

Other Payables: (i) Payable for Legal and Professional fees 368.94 112.74 (ii) Payable for Contract Services 299.06 59.65 (iii) Security deposits received 18.45 2.93 (iv) Statutory Dues Payable 72.92 24.99 (v) Payable for rent 274.00 132.43 (vi) Other Charges Payable 25.95 3.38 Share of interest in Joint ventures 2,586.40 18,852.16

Total 13,488.57 350,480.07

Note ‘7’ - Short Term Provisions ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015

Provision for liquidated damages 3,054.13 2,548.13

Provision for employee benefits 117.00 106.00

Provision for abandonment 42.42 -

Total 3,213.55 2,654.13

Note ‘5’ - Long Term Provisions ` Lakhs ` Lakhs As at

31-03-2016 As at

31-03-2015

In respect of Joint ventures:

Provision for abandonment 1,511.90 1,560.16

Total 1,511.90 1,560.16


90

Not

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91

Note ‘10’ - Long term Loans and Advances (Unsecured, Considered good unless otherwise stated)

` Lakhs ` Lakhs

As at31-03-2016

As at31-03-2015

Capital advances 1,402.18 1,417.43 Security Deposit 1.00 1.00 Share of interest in Joint Venture 882.36 1,178.31

Total 2,285.54 2,596.74

Note ‘11’ - Other Non Current Assets ` Lakhs ` Lakhs

As at31-03-2016

As at31-03-2015

Unammortised borrowing expenses 9,848.16 - Total 9,848.16 -

Note '12' - Cash and cash equivalents ` Lakhs ` Lakhs

As at31-03-2016

As at31-03-2015

Cash on Hand - - With banks : - - In current accounts 6,933.99 5,723.65 Bank deposits 31,711.65 74,138.47 Share of interest in Joint Venture 631.60 856.79

Total 39,277.24 80,718.91

Note ‘9’ - Capital Work-In-Progress ` Lakhs ` Lakhs

As at31-03-2016

As at31-03-2015

Exploratory Wells-in-Progress:Acquisition Cost 3,028.59 3,047.35 Exploration Cost- Geological & Geophysical Cost 23,088.78 22,236.29 - Drilling Cost 406,983.91 346,704.79 - General & Administrative Cost 21,694.12 19,102.13 Exploratory Wells-in-Progress (A) 454,795.40 391,090.56 Development Wells-in-Progress:- Transferred from Exploratory Wells-in-Progress 7,652.13 - - Expenditure during the year 42.10 - Development Wells-in-Progress (B) 7,694.23 - Sub-Total (C)=(A)+(B) 462,489.63 391,090.56 Share of Interest in Joint Venture (D) 414,435.18 350,317.66 Less: Provision for CWIP (E) (12,438.08) (8,723.59)Total (C+D+E) 864,486.73 732,684.63


92

Note ‘13’ - Other current assets ` Lakhs ` Lakhs

As at31-03-2016

As at31-03-2015

Prepaid Expense 6.03 10.22 Cenvat Credit 0.09 6.11 Accrued Interest 8.09 23.13 Income Tax refund receivable 248.95 50.74 TDS receivable 136.99 248.95 Share of interest in Joint Venture 493.79 417.84Total 893.94 756.99

Note ‘14’ - Other Income ` Lakhs ` Lakhs For the year

2015-16 For the year

2014-15Interest IncomeInterest Income on refund of Cash Calls / Deposits 1,366.70 2,509.00 Liabilities / provisions no longer required written back 87.83 10.24 Miscelleneous Income 276.46 78.81 Priot Period Item - 33.92 Foreign Exchange fluctuations (net) - 70.35 Share of interest in Joint Venture - - Total 1,730.99 2,702.32

Note ‘15’ - Employee benefits expenditures ` Lakhs ` Lakhs For the year


2014-15Salaries and wages 606.50 507.60 Payment to Parent Company towards Provident fund 138.91 99.61 Payment to Parent Company towards gratuity 25.47 19.01 Welfare expenses 243.27 110.44 Share of interest in Joint Venture 94.61 114.69 Total 1,108.76 851.35

Note ‘16’ - Finance Cost ` Lakhs ` Lakhs For the year


2014-15(a) Interest expense on: Borrowings 9,223.54 7,132.94 Total 9,223.54 7,132.94


93

Note ‘17’ - Other expenses ` Lakhs ` Lakhs For the year


2014-15 Irrecoverable Service Tax 397.79 171.84

Repairs and maintenance :

Machinery 1.45 1.39

Building - -

Others 85.84 91.19

Insurance 0.51 0.53

Rent, Rates and taxes 213.31 153.79

Legal and Professional Fees 957.69 476.26

Share in Operators Expenditure 46.25 310.26

Travelling and Conveyance 297.67 237.34

Advertisement 45.22 48.52

Liquidated Damages 398.00 350.00

Bank Charges 38.84 21.24

Printing & Stationery 11.28 9.52

Software Expenses 61.72 -

Telephone, Telex, Cables, Postage,etc. 18.89 19.45

Electricity Charges 25.28 28.83

Prior Period Item (net) 27.47 19.31

Security Expenses 5.80 5.48

Other Expenses 69.23 103.72

Remuneration to auditors:

Audit fees 45.85 32.63

Fees for Management Service 1.75 -

Fees for other services-certification 2.18 3.08

Loss on sale of asset 0.84 -

Foreign Exchange fluctuations (net) 9,034.70 -

Share of interest in Joint Ventures 639.32 10,393.73

Total 12,426.88 12,478.11


94

18) In line with the General Circular No. 39/2014 dated 14th October 2014, issued by the Ministry of Corporate Affairs, the disclosures relevant to Consolidated Financial Statements only have been provided.

19) Disclosure under Accounting Standard-27 on Financial Reporting of Interest in Joint Venture:

Details of the Blocks and JV’s as on 31.03.2016:

Name Company Country Participating Interest of the Group

31.03.2016 31.03.2015NELP – IVCY/ONN/2002/2 (b) BPRL India 40.00% 40.00%NELP – VICY/ONN/2004/1(a) BPRL India - -CY/ONN/2004/2 BPRL India 20.00% 20.00%NELP – VIIRJ/ONN/2005/1 (c) BPRL India 33.33% 33.33% NELP – IXCB/ONN/2010/11 BPRL India 25% 25%AA/ONN/2010/3 BPRL India 20% 20%CB/ONN/2010/8 BPRL India 25% 25%MB/OSN/2010/2 (d) BPRL India 20% 20%Blocks outside IndiaJPDA 06-103 (e) BPR JPDA Australia /

Timor- -

EP-413 BPRL Australia 27.80% 27.80%Sergipe and AlagoasSEAL-M-349 IBV Brazil Petroleo Pvt Ltda. Brazil

40.00% 40.00%SEAL-M-426 IBV Brazil Petroleo Pvt Ltda. BrazilSEAL-M-497 IBV Brazil Petroleo Pvt Ltda. BrazilSEAL-M-569 (f) IBV Brazil Petroleo Pvt Ltda. Brazil - 40%Espirito SantoES-24-661 (g) IBV Brazil Petroleo Pvt Ltda. Brazil - -CamposC-M-30-101 IBV Brazil Petroleo Pvt Ltda. Brazil 25.00% 25.00%PortiguarPOT-16-663 IBV Brazil Petroleo Pvt Ltda. Brazil

20.00% 20.00%POT-16-760 IBV Brazil Petroleo Pvt Ltda. BrazilMozambique Rovuma Basin (h)

BPRL Ventures Mozambique B.V.

Mozambique 10.00% 10.00%

Nunukan PSC, Tarakan Basin

BPRL Ventures Indonesia B.V.

Indonesia 12.50% 12.50%


95

(a) On completion of Minimum Work Programme Commitments and based on analysis of seismic and well drilling results indicating poor prospectivity, as assessed by the Management, the Company has withdrawn in respect of Block CY/ONN/2004/1. Consequently, an amount of ` 3,159.65 lakhs has been written off to the Statement of Profit and Loss in 2014-15.

(b) In respect of CY-ONN-2002/2, the block has entered into Development Phasesubsequent to the approval of Field Development Plan (FDP) for 140 sq.km of block area by Management Committee in their meeting held on 16th October 2015. Hence, cost incurred in respect of this block has shown under Development wells- in-progress.

During the year, an amount of ` 871.13 Lakhs (previous year ` 148.08 Lakhs) (net of Royalty of ` 117.00 Lakhs (previous year ` 20.76 Lakhs)) has been generated from production & sale of Pit Oil/Test Oil during testing of Wells NMAD (MD#6) in the block CY/ONN/2002/02. Pending Petroleum Mining Lease from State Government this has been adjusted from the cost of development wells in progress expenditure.

(c) On account of the poor prospectivity, as assessed by Management, Company has provided ̀ 2,159.45 lakhs in the financial statements for the year towards impairment loss for Block RJ/ONN/2005/1.

(d) Based on analysis of 3D seismic data indicating poor prospecitvity, as assessed by Management, Company has provided ` 1,492.29 lakhs in the financial statements for the year towards impairment loss for Block MB/OSN/2010/2. Company has also provided ` 398 lakhs as Provision for Liquidated Damages being liability on termination in the financial statement for the year.

(e) Group has a participating interest of 20% in JPDA 06-103 block. The JV submitted formal request to ANP (Regulator) towards termination of PSC for consent, without claim or penalty, citing expenditure in excess of commitment. ANP rejected the JV’s offer to terminate without claim and penalty. The regulator terminated the PSC on 15th July 2015 and demanded the payment of the “liability upon termination”. Based on the notice a provision of ` 2,190.68 (in Lacs) towards company’s share of contractor’s liability towards termination was created in the accounts of F.Y. 2014- 15. This has been restated as on 31st March, 2016 at the closing exchange rate i.e. ` 66.3329 and the revised amount work out to ` 2,321.65 (in Lacs). Negotiations are on-going with the regulator to reach at final decision.

(f) During the previous year 2014-15, upon completion of Minimum Work Programme Commitments and based on analysis of G&G data indicating limited prospectivity, as assessed by the Management, the group has relinquished the area under Papangu appraisal plan in SEAL-M-569 block, retaining an area of 20 sq. km (out of a total of 774 sq. km) in SEAL-M-569 as part of Verde joint appraisal plan. Accordingly the group has written off 97.4% of the capitalized costs pertaining to block SEAL-M-569 amounting to ` 17,068.95 Lakhs in the previous year 2014-15.


96

(g) During the previous year 2014-15, upon completion of Minimum Work Programme Commitments and based on analysis of G&G data indicating limited prospectivity, as assessed by the Management, the group along with other consortium partners has withdrawn participating interest in respect of Block ES-M-661. Consequently an amount of ` 8,381.13 lakhs has been written off in the books of the accounts, in the previous year 2014-15.

(h) The group has 10% participating interest in exploration and production concession contract signed by Anadarko Mozambique Area 1 Limitada with Empresa Nacional de hidrocarbonetos E.P. and the Government of Mozambique.

As per the obligations contained in Exploration & Production Concession Contract (EPCC) entered with Mozambique Government, BPRL Ventures Mozambique B.V. is paying for its proportionate share of the EMPRESA NACIONAL DE HIDROCARBONETOS, E.P.(ENH) carry of 1.765%. The carry shall be limited to all costs incurred by the Concessionaire in discharging its obligations under this EPC, up to and including the date upon which the first development plan has been approved. From the date of commencement of Commercial Production, ENH shall reimburse in full the Carry in cash or in kind. All Carry amount owed by ENH up to approval of the first development plan shall be subject to payment of interest compounded quarterly calculated at the 3 months LIBOR plus one percentage point. However if there is no commercial success no such reimbursement will be applicable.

(i) During 2015-16, the capital Expenditure in respect of Indian Blocks and Foreign block is ` 2,500.71 Lakhs and ` 1,32,953.16 lakhs respectively.

20) The Group requires significant amounts of funds to carry on its operations. The recovery of funds invested is subject to the success of exploration activities leading to monetization. BPCL has been extending financial support to the Holding Company (BPRL) to meet its obligation under production sharing contracts and for other activities, as required, and is committed to provide the necessary level of financial support, to enable the Holding Company to continue as a going concern.

21) Group had earlier entered into Standby Letter of Credit (SBLC) facility agreement with a number of Indian banks to the extent of 1750 Mn dollars (` 11,60,825.75 Lakhs). During the year, Company has entered into additional Standby Letter of Credit (SBLC) facility agreement of 750 Mn dollars (` 4,97,496.75 Lakhs) with an Indian bank. As per the SBLC facility agreement banks will issue SBLC’s, in favour of the foreign currency lenders for loans taken by BPRL International BV, a wholly owned subsidiary. As of the date of Balance Sheet, SBLC’s to the tune of $ 1,089 Mn (` 7,22,365.28 Lakhs) has been issued.

22) Pursuant to the Ministry of Corporate Affairs Notification G.S.R. 914 (E) dated 29th December 2011, the Company has exercised the option under Para 46 A of AS-11 (notified under the Company’s Accounting Standard Rules, 2006) and has recognised the exchange differences arising on reporting of long term foreign currency monetary items. Accordingly foreign exchange differences are adjusted against Capital Work in Progress.

23) In accordance with AS 27 ‘Financial Reporting of Interests in Joint Ventures’, the financial statements include the Group’s share in the assets, liabilities, incomes and expenses of jointly controlled assets.


97

In respect of joint ventures, the Group’s share of assets, liabilities, income, and expenditure compiled on the basis of unaudited/audited financial statements received from these joint ventures are as follows:

(` in Lacs)31.03.2016 31.03.2015

i) Current Assets (including Cash & Cash equivalents) 1,125.39 1,274.63

ii) Non-current assets 882.36 1,178.31iii) Capital work-in-progress 13,31,720.21 11,32,498.78iii) Current Liabilities 2,586.40 18,852.16v) ExpEnsEs 780.18 10,818.68

In respect of Block CB/ONN/2010/8, the Company is the operator. The Companies share of the assets and liabilities have been recorded under respective heads.

• Out of the remaining six Indian Blocks (previous year six) the Company has received three (previous year five) audited financial statements as at March 2016. The Company has not received financial statement for three (previous year one) blocks and expenses for these blocks are accounted based on unaudited financial statement for the period Upto 31st March 2016.

• In respect of six (previous year : six) blocks outside India held through the Joint Venture, the assets, liabilities, income and expenditure have been incorporated on the basis of audited financial statements as on 31st December 2015. As per para 18 of AS 21 “Consolidated Financial Statements” adjustments have been made for the effects of significant transactions or other events that have occurred between 31st December 2015 and 31st March 2016.

• In respect of one (previous year one) Joint Venture block outside India the assets, liabilities, income and expenditure have been incorporated on the basis of unaudited financial statements as on 31st March 2016.

24) Employee Benefits:

All employees of the Company, below board level, are on deputation from Bharat Petroleum Corporation Limited (BPCL).

a) Expenditure under the head “Employee benefits expenditure” includes debit notes raised by BPCL towards employees on deputation including in respect of employee benefits i.e. leave encashment and retirement benefits towards Provident Fund, Gratuity, etc. The details of expenses debited to the profit and loss account under this head are as follows:

(` in Lakhs)Sr No Particulars For the year

2015-2016For the year

2014-20151 Provident Fund 45.18 52.322 Gratuity 25.47 21.483 Leave encashment 47.00 40.224 Super-Annuation (NPS) 64.66 53.50

Total 182.31 167.52


98

b) Pursuant to Company been upgraded to Schedule “B”, Government of India has appointed three Whole time directors on the Board of BPRL. Expenses in relation to Provident Fund, NPS and Gratuity of Directors are paid to the respective Parent Company’s trust. Directors are also entitled to accumulate Leave which can be availed or encashed during the service period. Provision in respect of Leave encashment has been made in the books of the Company. The details of expenses debited to the profit and loss account under this head are as follows:

(` In Lakhs)



1 Provident Fund and other benefits 14.67 -

2 Leave encashment 6.21 -

Total 20.88 -

c) In view of the above, the management is of the view that no additional disclosure is required in terms of Accounting Standard 15 on “Employee Benefits” issued by the Companies Accounting Standard Rules 2006.

25) Details of Reserves:

BPRL’s share of Estimated Ultimate Recovery (EUR) as approved by Management Committee for the block CY-ONN-2002/2 as at 31st March 2016 is given below:

Project Details Crude Oil (MMm3) Gas (MMm3)

CY-ONN-2002/2 Opening 0.4948 1080.80

Extended Production Testing

0.0033 0.30

Closing 0.4915 1080.50

(MMm3) = Million Cubic Meter

26) Consolidated Earnings Per Share (EPS):

The basic/diluted earnings per equity share is calculated as stated below:

Particulars 2015-16 2014-15

Net profit/ (loss) after tax ` in Lacs (24,831.37) (38,668.00)

Weighted average equity shares outstanding during the period Nos. 287,81,99,391 262,00,02,610

Basic earnings per equity share ` (0.86) (1.48)

Diluted earnings per equity share ` (0.86) (1.48)


99

Calculation of Weighted Average number of equity shares:

Particulars 31st March 2016 31st March 2015

Shares existing at the beginning of the year 262,00,02,610 262,00,02,610

Shares issued and allotted during the year 30,00,00,000 NIL

Application money received during the year pending allotment Nil 30,00,00,000

Weighted Average Number of shares issued during the year 25,81,96,721 821,917

Weighted Average Number of shares for EPS Calculation 287,81,99,391 262,08,24,588

27) Related Party Disclosure as per AS-18:

(a) Name of Related Parties: IBV Brasil Petroleo Ltda.

Nature of Transactions:(` in Lacs)

As on 31st March 2016


Loan to IBV Brazil Petroleo Ltda .-

Brazil Reals(‘00000) 24,912.30 (previous year: 21,218.17) 463,790.02 4,13,032.85

(b) Name of Related Parties: Videocon Energy Brazil Ltd. Nature of Transactions:

(` in Lacs)



Reimbursement of expenditure 266.57 60.90

Key Management Personnel: i) Shri D. Rajkumar (Managing Director) ii) Shri Ajay Kumar, Director (Ops & BD) iii) Shri Pankaj Kumar, Director (Finance)

Managerial Remuneration(` in Lacs)

Name 2015-16 2014-15

Shri D. Rajkumar 42.77 58.94

Shri Pankaj Kumar 23.14 -

Shri Ajay Kumar 29.12 -

In terms of para 9 of Accounting Standard 18 on Related Party Disclosures, no disclosure in the financial statements have been made for transactions with the Company and other related party relationships with other state-controlled enterprises.


100

28) Expenditure incurred by BPCL on behalf of the Company are accounted for on the basis of the debit notes raised by BPCL. Supporting documents for such debit notes are available with BPCL.

29) Taxation:-

a) Deferred Tax Provision

Since all the blocks are in the exploration / appraisal phase(except in one development), there is no virtual/reasonable certainty supported by convincing evidence that sufficient future taxable income will be available against which unabsorbed depreciation and carry forward tax losses can be realised. Hence, no deferred tax asset has been recognised as per AS – 22 in the accounts in respect of unabsorbed depreciation and carry forward losses.

b) Current Tax Provision

During the year there is no taxable income, hence no provision for tax has been made in the current year.

30) In respect of blocks held in India, as per the Production Sharing Contracts signed by the Company with the Government of India (GoI), the Company is required to complete Minimum Work Programme (MWP) within stipulated time. In case of delay in completion of the MWP, Liquidated Damages (LD) is payable for extension of time to complete MWP. Further, in case the Company does not complete MWP or surrender the block without completing the MWP, the estimated cost of completing balance work programme is required to be paid to the GoI.

31) As at March 31, 2016, there are no creditors covered under the Micro, Small and Medium Enterprises Development Act, 2006 and hence no disclosures under the Act are made.

32) The Group has identified the geographical segment as its primary segment. Segments have been identified and reported taking into account, the organizational and management structure for internal reporting and significantly different risk and return perception in different geographical regions. Geographic segments of the Group are determined based on the location of the assets.

The Group companies are operating in a single business segment i.e. Exploration & Production of Hydrocarbons and as such all business activities revolve around this segment. Hence, there is no separate secondary segment to be reported in line with the requirement of AS 17 on Segment Reporting issued by the Institute of Chartered Accountants of India.


101

(`in

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) B

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l M

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Una

lloca

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Gra

nd T

otal

2015

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2014

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2015

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2014

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2015

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2014

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2015

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2014

-15

2015

-16

2014

-15

Reve

nue

--

--

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102

33) Capital commitments and Contingent Liabilities:

(a) Capital Commitments:

Based on the estimation by the Management, BPRL’s share of MWP commitments as on the reporting date amounted to ` 41,565 Lakhs. (Previous year ` 10,044.59 Lakhs). Company has provided Bank Guarantees to Director General of Hydrocarbon (DGH) to the extent of ` 789.98 Lakhs (` 2,231.65 Lakhs) towards MWP.

(b) Contingent Liabilities:

Contingent liabilities in respect of operations where BPRL is not the operator are recognized based on inputs received from the operator.

34) The Group’s unhedged exposure towards foreign exposure is given below:

Particulars As on 31st March 2016


AUD Payable 63,200 19,613Reias Payable 9,937,717 93,240,000GBP Payable 1,593,000 1,593,000USD Payable 104,299 17,295,347

35) Figures of previous year have been regrouped wherever necessary to confirm to current year presentation.


Sd/- Sd/- For and on behalf of D. Rajkumar Ajay Kumar V M.B. Agrawal & Co. Managing Director Director (Ops & BD) Chartered Accountants




103

BHARAT PETRORESOURCES LIMITEDCorporate Identification No. (CIN) – U23209MH2006GOI165152

Registered Office: Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001Tel 022-22714000 Fax 022-22713874

ATTENDANCE SLIP(To be presented at the entrance)

9TH ANNUAL GENERAL MEETING ON TUESDAY, 30TH AUGUST, 2016 AT 1130 A.M.at Registered Office: Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

Folio No.______________________________________ No. of Shares held.___________________________

Name of the Shareholder/Proxy holder________________________________________________________

I /We hereby record my/our presence at the 9th Annual General Meeting of the Company on Tuesday, 30th August 2016 at 1130 a.m., at the Registered Office of the Company at Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001.

_____________________________ Signature of the Member/Proxy


104

BHARAT PETRORESOURCES LIMITEDPROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)Corporate Identification No. (CIN) – U23209MH2006GOI165152Name of the Company Bharat PetroResources LtdRegistered Office Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

Tel 022-22714000 Fax 022-22713874Name of the Member(s) : ...............................................................................................................................Registered address : ...............................................................................................................................Email Id : ...............................................................................................................................Folio No/Client ID : ...............................................................................................................................DP ID : ...............................................................................................................................

I / We, being the member(s) of …………Shares of Bharat PetroResources Limited, hereby appoint

1. Name:………………………................................................................………............................................................ Address: ....................................................................................................................................................................... E-mail ID …………………….…………………………...Signature…………......................................................... or failing him2. Name:………………………................................................................………............................................................ Address: ....................................................................................................................................................................... E-mail ID …………………….…………………………...Signature…………......................................................... or failing him3. Name:………………………................................................................………............................................................ Address: ....................................................................................................................................................................... E-mail ID …………………….…………………………...Signature………….........................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 9th Annual General Meeting of the Company to be held on Tuesday, 30th August 2016 at 1130 a.m. at Registered Office of the Company at Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001, and at any adjournment thereof in respect of such Resolutions as are indicated below:

1. Receive, consider and adopt the Audited Financial Statement (including audited consolidated financial statements) for the financial year ended 31st March 2016, the Directors’ Report and the Report of the Statutory Auditors

2. Re-appointment of Shri Ajay Kumar V. as Director.3. Fixation of the remuneration of the Statutory Auditors for the financial year 2015-16 and authorisation

to Board of Directors to fix the remuneration of the Statutory Auditors of the Company for subsequent financial years.

4. Appointment of Dr. Praphullachandra Sharma as Director

Signed this …....…… day of ………………. 2016 Signature of shareholder.................................................Signature of Proxyholder(s)................................................

NOTE: This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

AffixRevenue

Stamp

Documents

CONTENTSbharatpetroresources.in/pdf/OurFinancial/annual-report...Brief Resume of Directors seeking Appointment / Re-appointment at the 9th Annual General meeting Name Shri Ajay Kumar