Untitled - Bharat Petroleum

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Particulars of Directors including their attendance at the Board /Shareholders’ Meetings during the financial year 2005-06 Names of the Directors Academic Attendance out of 10 Board Attendance Details of Directorships Memberships held in Committees Qualifications Meetings held during the year and at the last held in other Public as specified under Clause 49 of percentage thereof Annual General Limited Companies the Listing Agreement Meeting Non Executive No. of % Directors Meetings (a) Part-Time (Ex-officio) Attended Shri P.K. Sinha I.A.S., Post-graduate 1* 50* NA 1. IOC Member : Joint Secretary & in Economics, Financial Advisor, M. Phil., M.P.A. 2. HPC a) Establishment Committee - IOC Ministry of Petroleum b) Remuneration Committee - IOC & Natural Gas (w.e.f. 21.2.2006) Shri. Ajay Tyagi B.Tech.(Elect.), I.A.S. 8 80 Did not attend 1. GAIL Joint Secretary, Graduate in Ministry of Petroleum Computer Science & Natural Gas (w.e.f. 21.4.2005) Shri M. S. Srinivasan B.Tech (Civil), I.A.S. NIL* NIL* NA Director Chairman : Special Secretary, M.P.A. 1) IOC a) Remuneration Committee : Ministry of Petroleum 2) HPC 1. IOC and Natural Gas 3) GAIL2. BPC (upto 16.6.2005) Smt Aditi S. Ray M.A. (Eco.), I.E.S. 8* 80* Did not attend Economic Advisor, Ministry of Petroleum and Natural Gas (upto 21.2.2006) (b) Part-Time (Independent) Shri V.D. Gupta B.Sc. Engg. (Hons) 9 90 Attended Member a) Audit Committee - BPC b) Remuneration Committee - BPC Shri P.C. Sen B.A. (History) (Hons) 9 90 Attended Member M.A. (History), a) Audit Committee - BPC M.Sc. (Eco.), IAS b) Remuneration Committee - BPC Prof. A.H. Kalro B.Tech (Hons), 7 70 Attended TPSC Chairman (Elect.), M.S., a) Audit Committee Ph. D. (Industrial 1. BPC Engg), 2. TPSC b) Investors’ Grievance Committee -BPC IOC : Indian Oil Corporation Limited, HPC : Hindustan Petroleum Corporation Limited, GAIL : GAIL (India) Ltd , TPSC : Torrent Power SEC Ltd. * percentage computed by considering the meetings attended with the total meetings held during his tenure Annual Report 2005-2006 53 PG-38-102-FINAL.p65 53 12/1/2006, 7:59 PM
3. Audit Committee BPC took the initiative to introduce Corporate Governance in the organisation during the year 1996 itself, by constituting the Audit Compliance Committee. The said Committee was reconstituted and renamed as the Audit Committee in the year 2000 and the role, powers and functions of the Audit Committee were specified and approved by the Board. The Audit Committee comprises all three Part-time (Independent) Directors. The quorum for the meetings of the Committee is two members. Prof. A.H. Kalro is the Chairman of the Committee and Shri V.D. Gupta and Shri P. C. Sen are members of the Committee. Prof. A.H.Kalro possesses the requisite knowledge of Finance & Accounting for effective functioning of the Audit Committee. The Company Secretary acts as the Secretary of this Commttee. Director (Finance) is a permanent invitee at the meetings of the Committee. ED (Audit) coordinates the meetings of the Audit Committee and also attends the said meetings as invitee. In addition, the other Whole-time Directors attend the meetings when the items pertaining to their functions are considered. The Statutory Auditors and Cost Auditors also attend the meetings, on invitation. The terms of reference of the Audit Committee cover all matters specified in Clause 49 of the Listing Agreement with Stock Exchanges. The role and responsibilities of the Committee include the following :- 1. Overseeing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible. 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees. 3. Approval of payment to Statutory Auditors for any other services rendered by them. 4. Reviewing, with the management, the Annual Financial Statements before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report 5. Reviewing, with the management, the Quarterly Financial Statements before submission to the Board for approval 6. Reviewing, with the management, the performance of the Statutory and Internal Auditors and adequacy of the internal control systems. 7. Reviewing the adequacy of the Internal Audit function, if any, including the structure of the Internal Audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 8. Discussing with the Internal Auditors any significant findings and follow up thereon. 9. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. 10. Discussing with the Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 11. Looking into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. 12 Defining the significant related party transactions 13. Carrying out any other function as mentioned in the terms of reference of the Audit Committee. Nine meetings of the Audit Committee were held during the financial year on the following dates: 5 th May, 2005 19 th May, 2005 29 th July, 2005 2 nd September, 2005 23 rd September, 2005 28 th October, 2005 30 th January, 2006 27 th February, 2006 28 th March, 2006 54 Bharat Petroleum Corporation Limited PG-38-102-FINAL.p65 54 12/1/2006, 7:59 PM
Page 7 and 8: NOTICE TO THE SHAREHOLDERS Notice i
Page 9 and 10: EXPLANATORY STATEMENTS PURSUANT TO
Page 11 and 12: MANAGEMENT DISCUSSION & ANALYSIS RE
Page 13 and 14: factors which will contribute to a
Page 15 and 16: state-of-the-art Gas Insulated Swit
Page 17 and 18: During the year, MS volumes were 2.
Page 19 and 20: across the country. This and other
Page 21 and 22: positioned 24 Rural Marketing Vehic
Page 23 and 24: Subsequent to the receipt of ‘in
Page 25 and 26: international best practices, a sou
Page 27 and 28: GROSS PROFIT (Rs. in Million) RETUR
Page 29 and 30: DIRECTORS’ REPORT The Directors a
Page 31 and 32: the year was lower at Rs.10,613.71
Page 33 and 34: the areas of alternative fuels incl
Page 35 and 36: SUBSIDIARY COMPANY Numaligarh Refin
Page 37 and 38: Rs.2.33 million for the current yea
Page 39 and 40: ANNEXURE TO THE DIRECTORS’ REPORT
Page 41 and 42: B. TECHNOLOGY ABSORPTION Mumbai Ref
Page 43 and 44: FORM A Form for disclosure of parti
Page 45 and 46: 2. KOCHI REFINERY 2005-06 2004-05 A
Page 47 and 48: vii) The following new products wer
Page 49 and 50: TECHNOLOGY ABSORPTION, ADAPTATION A
Page 51 and 52: ANNEXURE TO THE DIRECTORS’ REPORT
Page 53: Particulars of Directors including
Page 57 and 58: During the year, the Part-time (Ind
Page 59 and 60: Besides, Shri Joshi was closely ass
Page 61 and 62: Listing on Stock Exchanges The Comp
Page 63 and 64: Annexure I Market Price Data : Pric
Page 65 and 66: AUDITORS’ CERTIFICATE ON CORPORAT
Page 67 and 68: ANNUAL STATEMENT OF BPC SHOWING THE
Page 69 and 70: ANNUAL STATEMENT OF ERSTWHILE KOCHI
Page 71 and 72: TOTAL FUNDS EMPLOYED (Rs. in Millio
Page 73 and 74: PERFORMANCE PROFILE 2005-06 2004-05
Page 75 and 76: PERFORMANCE PROFILE (Contd.) 11. Wh
Page 77 and 78: SOURCES AND APPLICATION OF FUNDS 20
Page 79 and 80: SALES VOLUME (’000 MT) 2005-06 20
Page 81 and 82: HOW VALUE IS GENERATED Rs. Million
Page 83 and 84: ANNEXURE TO AUDITORS’ REPORT (Ref
Page 85 and 86: (c) According to the information an
Page 87 and 88: BALANCE SHEET AS AT 31ST MARCH, 200
Page 89 and 90: SCHEDULE ‘A’ — SHARE CAPITAL
Page 91 and 92: SCHEDULE ‘C’ — LOAN FUNDS Sec
Page 93 and 94: SCHEDULE ‘E’ — CAPITAL WORK-I
Page 95 and 96: SCHEDULE ‘F’ — INVESTMENTS (C
Page 97 and 98: SCHEDULE ‘G’ — INVENTORIES (A
Page 99 and 100: SCHEDULE ‘K’ — LOANS AND ADVA
Page 101 and 102: SCHEDULE ‘O’ — MISCELLANEOUS
Page 103 and 104: SCHEDULE ‘V’ — OTHER OPERATIN
Page 105 and 106:
SCHEDULE ‘X’ — (Contd.) 6.2 L
Page 107 and 108:
SCHEDULE ‘X’ — (Contd.) 18. P
Page 109 and 110:
SCHEDULE ‘X’ — (Contd.) (e) I
Page 111 and 112:
SCHEDULE ‘X’ — (Contd.) 13. E
Page 113 and 114:
SCHEDULE ‘X’ — (Contd.) 16. I
Page 115 and 116:
SCHEDULE ‘X’ — (Contd.) 18. I
Page 117 and 118:
SCHEDULE ‘X’ — (Contd.) 20.5
Page 119 and 120:
SCHEDULE ‘X’ — (Contd.) 25. F
Page 121 and 122:
SCHEDULE ‘X’ — (Contd.) 31. P
Page 123 and 124:
CASH FLOW STATEMENT For the year en
Page 125 and 126:
CASH FLOW STATEMENT — (Contd.) Ca
Page 127 and 128:
AUDITORS’ REPORT ON CONSOLIDATED
Page 129 and 130:
CONSOLIDATED BALANCE SHEET AS AT 31
Page 131 and 132:
SCHEDULE ‘A’ — SHARE CAPITAL
Page 133 and 134:
SCHEDULE ‘C’ — LOAN FUNDS (CO
Page 135 and 136:
SCHEDULE ‘D’ — FIXED ASSETS (
Page 137 and 138:
SCHEDULE ‘F’ — INVESTMENTS (C
Page 139 and 140:
SCHEDULE ‘I’ — CASH AND BANK
Page 141 and 142:
SCHEDULE ‘L’ — LIABILITIES (C
Page 143 and 144:
SCHEDULE ‘R’ — CONSUMPTION OF
Page 145 and 146:
SCHEDULE ‘X’ — STATEMENT OF S
Page 147 and 148:
SCHEDULE ‘X’ — (CONSOLIDATED)
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
CASH FLOW STATEMENT (CONSOLIDATED)
Page 163 and 164:
ANNEXURE TO THE DIRECTORS’ REPORT
Page 165 and 166:
STATEMENT REGARDING SUBSIDIARY COMP
Page 167 and 168:
Name of the Body Corporate (Shareho
Page 169 and 170:
SEGMENT-WISE REVENUE, RESULTS AND C
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