Escolar Documentos
Profissional Documentos
Cultura Documentos
HPCL delights customers by superior understanding and fulfilling their stated and latent needs with innovative product and services. HPCL commands highest reputation and is known for its sensitivity and responsiveness for concerns of its customers and other stakeholders. HPCL always acts faster than the competitors in the most cost effective way. HPCL is the highest performer in Rate of Growth and Return on Investment. HPCL is a Learning and Innovative Organization. HPCL provides an environment of trust, pride and camaraderie
Our Anthem.....
At a Glance
Dear Shareholder It gives me pleasure to present before you the following significant details of your Corporation : HOW YOUR CORPORATION PERFORMED : Area of Performance Crude Thruput (MMT) Market Sales (MMT) Gross Sales (Rs. Crores) Gross Profit (Rs. Crores) Net Profit (Rs. Crores) Dividend (%age) Net Worth (Rs. Crores) Earnings Per Share (Rs.) 2004-05 13.94 20.09 64,690 2,382 1,277 150 8,828 37.69 2003-04 13.70 19.53 56,333 3,643 1,904 220 7,743 56.18
YOUR CORPORATIONS INFRASTRUCTURE : Refineries of Mumbai & Visakhapatnam Product Pipelines *Mumbai-Pune *Visakh-Vijayawada-Secunderabad Regional Offices 85 Terminals/Installations/TOPs - 36 Depots - 100 ASFs - 10 Retail Outlets - 6667 SKO/LDO Dealers - 1648 LPG Distributors - 2153 LPG Customers - 2.17 Crores
CURRENT MAJOR PROJECTS : Upgradation of facilities of Mumbai & Visakh Refineries of an expenditure of Rs. 2800 Crores. New Pipeline between Mundra & Delhi and Extension of Mumbai Pune Pipeline to Solapur of an expenditure of Rs. 1960 Crores. Upgradation, Automation and New facilities for the Marketing Division to strengthen marketing infrastructure at an expenditure of Rs. 1400 Crores. Expansion and Diversification on own and through ventures and tie-ups. Important current activities, future plans and detailed overview of HPCL as well as Petroleum Sector have been covered by me separately (Page No. 4) Your Corporation would continue to perform strongly and thereby instill confidence in you to continue your association for a long time.
M.B.Lal
Recent Events
Signing of Deed of Assurance and relaunch of Sri Guru Gobind Singh Refineries. Seen in the picture are Hon'ble Minister of Petroleum & Natural Gas and Panchayati Raj, Shri Mani Shankar Aiyar, Hon'ble Chief Minister of Punjab, Shri Amarinder Singh and Shri M.B. Lal, C&MD Distribution of Mobile PCOs by the Corporation to Physically Challenged persons below poverty line - Seen in the picture are Hon'ble Chief Minister, Smt. Sheila Dikshit, Government of Delhi and Shri M. B. Lal, C&MD
Hon'ble Minister of Petroleum & Natural Gas and Panchayati Raj Shri Mani Shankar Aiyar presenting the NPMP Award of Excellence for Project Management to Shri M. B. Lal, C&MD. Also, seen in the picture is Shri S.C. Tripathi, Secretary to Government of India, Ministry of Petroleum & Natural Gas (MOP&NG)
Hon'ble Minister of Home Affairs Shri Shivraj V. Patil presenting the Excellence Award for outstanding contribution to the Petroleum Industry to Shri M.B.Lal, C&MD at a function of Telugu Academy, New Delhi
Contents
Chairman's Message...................................................... 04 Our Directors .................................................................. 09 Functional Directors ........................................................ 10 Senior Corporate Officers............................................... 11 Offices, Auditors & Bankers............................................ 12 Notice of AGM ................................................................ 13 Performance Profile ........................................................ 20 Directors' Report ............................................................ 30 Annexure to Directors' Report ......................................... 34 Management Discussion & Analysis Report ................... 47 Special Focus Areas ...................................................... 90 Human Resources Accounting ...................................... 105 Auditors' Report ........................................................... 106 Balance Sheet .............................................................. 112 Profit & Loss Account ................................................... 113 Schedules to Accounts ................................................. 114 Cash Flow Statement ................................................... 132 Statement Pursuant to Section 212 .............................. 135 Social Welfare .............................................................. 136 C & AG's Comments .................................................... 137 Review of Accounts by C & AG..................................... 138 Joint Venture Companies ............................................. 142 Consolidated Financial Statements .............................. 143 Corporate Governance Report ..................................... 159 Annual Report of Guru Gobind Singh Refineries Limited (Subsidiary Company) .................... 178
Dear Shareholder, The financial results of your Corporation for the 12 months period April 2004 March 2005 have already been published and I am sure you must have seen the same. I am also sure that you must have noticed that despite significant physical performance in terms of increased refinery thruputs, increased refinery margins and increased sales volume, the Corporation recorded a lower net profit of Rs.1277 crores as compared to the net profit of Rs.1904 crores for the financial year 2003-04. I am sure that the reason for the lower profit may also be known to you considering the fact that the hydro carbon sector is constantly in the news. It may be relating to the new oil and gas finds in our country or the surging crude oil prices and the constant speculation whether the product prices especially that of LPG, Kerosene, Petrol and Diesel would be raised or not. The one significant reason for HPCLs lower profit for the year was due to the wide mismatch between the crude and product prices and the need for the Corporation to bear the burden of subsidies on products like Kerosene and LPG. A portion of the subsidy was also shared by the upstream companies. Physical Performance The physical performance of the Corporation however has been significant. The turnover during 2004-05 is Rs.64690 crores as compared to Rs.56333 crores in 2003-04 showing 14.8 % increase. The marketing volumes achieved were the highest ever at 20.09 MMT as compared to 19.53 MMT for the previous year. Our Mumbai Refinery and Visakh Refinery together recorded the highest ever thruput of 13.94 MMT, as compared to 13.70 MMT for the previous year. On the refining front the average margins for the year have gone up to $ 5.30 per barrel from the earlier years of $ 4.45 per barrel. The growth trend in MS/HSD, our main product line have been successively increasing by registering highest growth rates in the industry. Similarly the Aviation and Lubes business line have also made distinct impact in terms of value and growth in the market.
Chairman's Message
Growth Strategy
(Contd.)
In the context of continuing pressure on margins, HPCL aims not only to increase value from its core business operations but also look for new avenues for growth, expansion and diversifications. In the Marketing segment, the endeavour is to achieve not only increase in sales volumes but also increased contributions thereon and look for new avenues of growth. In the Refining Operations, we are aiming for thruput maximization, capacity augmentation through de-bottlenecking, improved yield of products, improved units reliability etc. which could contribute to higher GRM. Risk Management initiatives have been commenced to stabilise the impact of market / price volatilities. Reduction in operating costs is aimed in all activities across the Corporation. I would like to highlight the steps taken in each of these areas. Refining Both Mumbai Refinery and Visakh Refinery have recorded not only higher thruput but also increased GRMs during 2004-05, as compared to the previous year. With the refining segment continuing to record positive contributions, steps are being taken to enhance the current infrastructure at both Mumbai Refinery and Visakh Refinery. Both the Refineries are currently implementing the Green Fuel Projects at a total cost of Rs.2800 crores which when completed would enable them to produce Motor Spirit and High Speed Diesel Oil to meet the new Euro Specifications. Visakh Refinery and Mumbai Refinery are also de-bottlenecking the existing facilities and adding certain new facilities whereby our crude processing capacities would be enhanced from existing 13 MMTs to 16.2 MMTs. Marketing Downstream oil marketing scenario is witnessing intense competition from not only the PSUs but also private companies, some foreign companies who have entered the segment. Every company is making aggressive marketing efforts to gain market share and in this process are offering several value added services to the customers to gain their loyalty. HPCL on its part is giving total focus on Quality and Quantity aspects to gain the trust and loyalty of its customers by which HPCL would be seen as a preferred Company to meet their fuel needs. This is being achieved by our constant endeavour to provide quality products and services, vehicle care, combating adulteration through a process of monitoring, control, automation of activities and striving for reaching global standards in operation. Customers visiting the retail outlets are also being given added facilities like convenient stores, ATM centres, information kiosks, food centres and reward schemes. The other strategy has been to reach out and consolidate in the highway segment which is expected to be the new growth area with the cross country road construction projects nearing completion in several areas. Concerted thrust by all the SBUs of the Marketing Division has now resulted in the greater visibility of your Corporation in each of the segment. The State-of-art Club-HP Retail outlets stands out distinctly in the urban market. Rural Focus Rural India presents untapped opportunities. Continuing with our thrust on the rural segment, we have set up number of low cost retail rural outlets during the year for supply of quality diesel which are called Hamara Pumps. This has also been improvised as a multipurpose Kisan Vikas Kendras, offering a Single Window supply point, for the farmers to source their fuel, seeds, pesticide needs etc. Our Rasoi Ghar, the community kitchen has made a deep impact
Chairman's Message
(Contd.)
in the rural market by making LPG available at affordable price. During the year HPCL opened additional Rasoi Ghars all over the country bringing the total to over 1350. Lubes & Aviation Business The Lubes segment which is not price regulated, has potential to contribute considerably to the profitability of the Corporation. The facilities at the Lubes Unit of the Mumbai Refinery are therefore being enhanced to produce superior Grade II Lubricants which has good market demand, both in India and abroad. The Aviation business line has been registering impressive growth and profitability. This SBU is continuing with aggressive plans to enhance market share in the aviation segment. Value Addition, Efficiency, Productivity In order to mitigate the impact of negative margins on the main product lines, the Corporation has been taking many initiatives oriented towards value additions and operational improvements in its core lines of refining and marketing. Improving unit service factors, improving the yield of value added products through process improvements in the Refineries and stabilizing the impact of price fluctuations through oil price risk management have been the focus areas during the year as detailed in the Management Discussions Analysis Report. In addition, we are also enhancing the supply side infrastructure through new Pipeline Projects. Further, setting up of Single Buoy Mooring for receipt of crude through very large crude carriers (VLCC) at a suitable location is also being explored. Our cost control and cost reduction measures include optimizing crude procurement costs, enhancement of energy efficiencies, optimizing product distribution and transportation costs, savings in financing and operating costs etc. which receive focussed attention resulting in savings to the Corporation. Diversification To sustain growth and profitability in the coming period, it is essential that the Corporation not only retains and consolidates its current position but also look for new areas of business opportunities. It is in this context that the Corporation has started taking steps for entering the segments of Exploration & Production, sourcing supply of LNG/CNG to meet increasing demand for Gas. Both these segments being capital intensive , the Corporation is weighing the option of entering these segments in association with reputed Indian and foreign companies, details of which have been covered in the report. Prize petroleum, our joint venture has struck its first own crude oil in its on shore marginal field at Gujarat which is a small beginning for a big step ahead. This was achieved by Prize petroleum in association with M/S Aban Llyod in the development of 3 marginal oil fields at Gujarat. It has also acquired a 50% stake in a producing oil well at Sanganpur and has taken further developmental steps in the field. HPCL in consortium with Oil India Limited have also quoted for oil fields currently offered by Government of India under NELP V and is hopeful of getting some blocks. Crude Price and Impact on Margins Crude oil prices witnessed the most dramatic rise in the past year, with the average price per barrel of the Indian Basket crude rising from around $32 per barrel in March 2004 to about $49 per barrel in March 2005. The international crude oil markets have witnessed fundamental change in the demand supply scenario. The huge increase in demand across the globe and
Chairman's Message
(Contd.)
inability of reserve supply capacity to keep up to demand played a major role in the rise of the crude oil prices. Price movements were amplified by the concerns about the insecurity of supply due to natural calamities (like Hurricane Ivan in Gulf of Mexico) and geo-political tensions including terrorism and strikes in oil producing countries. The inventory levels in the industrialized nations have also been a major concern which during the past one year have been close to the lowest in the past and thus impacting crude price volatility. There has been a rapid rise in the demand for oil from Asia, especially China and India. In the current scenario, ensuring uninterrupted supplies has assumed importance. Product Pricing Non-revision in the prices of the major finished product lines in tandem with increase in crude oil prices have caused significant impact on the profitability of oil companies including HPCL operating as an integrated refining and marketing company. Despite the growth in volume, the reduced margins on prime products like MS and HSD, as well as the need to bear the impact of subsidies on SKO and LPG has had a direct effect on the profitability. The Government is seized of the issue and is trying to evolve a suitable scheme to minimize the impact on oil companies, including HPCL. The current gap between the cost of production and quantum of realisation would continue to impact the future margins unless crude prices comes down considerably. The outlook for the short and medium term on the crude oil prices indicate continued high level of crude prices due to changes in the supply/demand scenario, political uncertainities, stretched production capacities of producing nations and the limited complexities of Asian refineries. HPCL is actively exploring use of various innovative tools to cushion the volatilities of such market forces and introduce appropriate risk management practices. Initiatives like own sourcing of crude, crude transportation through VLCC, widening basket of crude purchased, efficient treasury management have all started showing positive contributions. HR Initiatives In our organisation pyramid, the base is our employees who continue to serve with dedication. Our thrust has been to Empower, Enable and Enhance capabilities of our employees to meet the requirement of changing market dynamics and environments. It is also our endeavour to ensure that all the activities of different functions are aligned with the overall corporate objectives. The ongoing HR initiatives such as Competency Mapping to enhance employee capabilities and Balanced Scorecard approach to fix performance targets and evaluation are addressing the core of the above requirements. The other initiative of Six Sigma approach to quality improvement has helped us to clearly identify the action areas on each segment of study and as more and more employees are introduced to these concepts the efficiency level of the organisation will improve further. Encompassing all these initiatives, the organisation transformation exercise for achieving continuous excellence is also progressing well and a large segment of employees have already gone through this change management process. An important aspect that is being highlighted in the change management process is the need for SBUs to look constantly for other avenues of growth and profitability while endeavouring to improve physical performance. The need to support line functions in their activities, improving efficiency, achieving reduction in costs are being emphasized to all other functions across the Organization.
Chairman's Message
Way Forward
(Contd.)
To summarise, the initiatives to consolidate in the downstream segment and slowly but steadily enter upstream segment would enable your Corporation to meet the emerging challenges of increased competition, changing energy mix and need for operational excellence and growth. In our current area of downstream activities which mainly form refining and marketing petroleum products, the Corporation is enhancing its capabilities in both the segments. The Marketing Division is implementing two major product pipeline projects connecting Mundra and Delhi and Loni and Solapur at an estimated cost of Rs.1960 crores which when completed will enhance the supply capabilities to meet the consumer demand in the northern sector. The Marketing division will spend further nearly Rs.1400 crores towards upgradation, automation and modernization of retail outlets and other facilities. It is consolidating its market position in the urban segment through the process of various initiatives aimed at delighting the customers for their continued loyalty and look at HPCL as a preferred company to meet their fuel needs. All these activities, including the expenditure required for the initiatives under the exploration and production segments, entering the gas segments etc would entail a capital expenditure of about Rs.11000 crores to be incurred during the next 3-4 years. Corporate Social Responsibilities We recognise our obligations to the society, both in area of environmental protection and social development. HPCL has taken several initiatives and is implementing schemes aimed towards upliftment of weaker sections of the society. The Corporation spent about Rs.5 crores during 200405 on several welfare measures. We also made a special contribution of Rs.7.5 crores to the Prime Ministers National Relief Fund to provide relief to the tsunami affected people. I would also draw your attention to our special focus area relating to the Corporate Social Responsibilities. Conclusion Last year, I began my message stating that Customer is the King and the definition of Customer by our immortal father of the Nation, Mahatma Gandhi who said The Customer is the most important visitor on our premises. He is not dependent on us. We are dependent on him. He is not an interruption of our work. He is the purpose of it. He is not an outsider to our business. He is part of it. We are not doing a favour by serving him. He is doing us a favour by giving us the opportunity to do so.. I have repeated this because this definition will hold good forever for every organization. Our customers include you the esteemed shareholders and the stakeholders like our dealers, vendors, contractors, business associates and others who have reposed faith on HPCL. We, on our part, would continue to endeavour to take HPCL further towards growth and profitability by meeting the challenges that we face and grabbing the opportunities that arise. We look forward to your continued support in this ongoing process. Thank you,
M. B. LAL
Our Directors
Shri C. Ramulu Director - Finance Shri Prabh Das Director (From 03.05.2005) Shri Rajesh V. Shah Director
Shri S. Roy Choudhury Director - Marketing Shri C. B. Singh Director (From 03.05.2005) Shri M. Nandagopal Director
Functional Directors
Shri M.B.Lal, C&MD with his team of Functional Directors - Shri Arun Balakrishnan, Director - HR, Shri C. Ramulu, Director - Finance, Shri S. Roy Choudhury, Director - Marketing & Shri M. A. Tankiwala, Director - Refineries
10
11
North Zone
6th & 7th Floor, Core 1 & 2, North Tower, Scope Minar, Laxmi Nagar, Delhi - 110 092.
Mumbai Refinery
B.D. Patil Marg, Chembur, Mumbai - 400 074.
Statutory Auditors
G.P. Kapadia & Co. Chartered Accountants Mumbai N.M. Raiji & Co. Chartered Accountants Mumbai
Bankers
State Bank of India Union Bank of India Punjab National Bank Standard Chartered Bank Bank of Baroda Bank of India Citibank N.A. Corporation Bank ICICI Bank HDFC Bank
Branch Auditors
B.V. Rao & Co. Chartered Accountants Visakhapatnam
Company Secretary
Shri N.R. Narayanan
12
SPECIAL BUSINESS : APPOINTMENT OF DIRECTORS : 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution. RESOLVED that Shri Prabh Das who was appointed as an Additional Director of the Company by the Board of Directors under Article 112 of the Articles of Association of the Company with effect from May 3, 2005 and who holds office under the said Article and pursuant to Section 260 of the Companies Act, 1956 only upto the date of this Annual General Meeting, and who is eligible for re-appointment under the relevant provisions of the Companies Act, 1956, and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution. RESOLVED that Shri C. B. Singh who was appointed as an Additional Director of the Company by the Board of Directors under Article 112 of the Articles of Association of the Company with effect from May 3, 2005 and who holds office under the said Article and pursuant to Section 260 of the Companies Act, 1956 only upto the date of this Annual General Meeting, and who is eligible for re-appointment under the relevant provisions of the Companies Act, 1956, and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution. RESOLVED that Shri M. A. Tankiwala who was appointed as Additional Director holding charge of Office of Director-Refineries of the Company by the Board of Directors under Article 112 of the Articles of Association of the Company with effect from June 1, 2005 and who holds office under the said Article
13
(Contd.)
and pursuant to Section 260 of the Companies Act, 1956 only upto the date of this Annual General Meeting, and who is eligible for re-appointment under the relevant provisions of the Companies Act, 1956, and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. INCREASE IN THE BORROWING POWERS OF THE COMPANY : 10. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution. RESOLVED THAT in supersession of the ordinar y resolution passed by the shareholders in the Extraordinary General Meeting of the Company held on July 23, 1985, the consent of the Company be and is hereby accorded to the Board of Directors under Section 293(1)(d) and all other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification or reenactment thereof for the time being in force read with Article 67 of the Articles of the Association of the Company to borrow any sum or sums of money from time to time notwithstanding that the money or moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business) may exceed, the aggregate of the paid up share capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose, provided however, the total amount so borrowed and outstanding at any one time shall not exceed Rs.5,000 crores (Rupees Five Thousand Crores only) over and above the paid up share capital and free reserves of the Company notwithstanding that it may be beyond the limit of debt equity ratio as provided in Article 67 of the Articles of Association of the Corporation. RESOLVED THAT the consent of the Company be and is hereby accorded in terms of Section 293 (1) (a) and all other applicable provisions, if any, of the Companies Act 1956 (including any statutory modification or re-enactment thereof, for the time being in force), to the Board of Directors of the Company to create/provide Security for the sums borrowed on such terms and conditions and at such form and manner and with such ranking as to priority as the Board in its absolute discretion thinks fit on the assets of the Company, as may be agreed to between the Corporation and lenders so as to secure the borrowings by the Company, together with interest costs , charges, expenses and all other monies payable by the Company to the concerned Lenders/Institutions, under the respective arrangement entered into / to be entered by the Company. RESOLVED further that the Securities to be created by the Company for its borrowings as aforesaid may rank with the security already created in the form of mortgage and / or charges already created or to be created in future by the Company as may be agreed to between the Company and concerned parties. RESOLVED further that for the purpose of giving effect to this Resolution, the Board or any Committee or person authorised by the Board, be and are hereby authorised to finalise, settle and execute such documents/ deeds / writings/ papers / agreements as may be required and to do all acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating security as aforesaid or otherwise considered to be in the best interests of the Company. INCREASE IN THE EQUITY HOLDING OF FIIS IN HPCL: 11. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution. RESOLVED THAT pursuant to applicable provisions, of the Foreign Exchange Management Act, 1999 (FEMA), the Companies Act, 1956 and all other applicable rules, regulations, guidelines and laws (including any statutory modification or re-enactment thereof for the time being in force) and subject to all applicable
14
(Contd.)
approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities while granting such approvals, permissions, sanctions, which may be agreed to by the Board of Directors of the Company and/or a duly authorized Committee thereof for the time being exercising the powers conferred by the Board of Directors (hereinafter referred to as the Board), the consent of the Company be and is hereby accorded for investments by Foreign Institutional Investors including their sub-accounts (hereinafter referred to as the FIIs"), in the shares of the Company, by purchase or acquisition from the market under the Portfolio Investment Scheme under FEMA, subject to the condition that the total holding of all FIIs put together shall not exceed 40% of the paid up equity share capital as may be applicable. RESOLVED FURTHER THAT the Board or any person/s authorized by the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto. BY THE ORDER OF THE BOARD N.R. Narayanan Company Secretary Date : August 10, 2005 Regd. Office : 17, Jamshedji Tata Road, Churchgate, Mumbai - 400 020. NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies in order to be effective, must be deposited at the Registered Office of the Company not less than 48 hours before the time of the meeting. The Explanatory Statement made pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Item Nos. 6 to 11 of the Notice is annexed herewith. Dividend on Equity Shares as recommended by the Directors for the year ended March 31, 2005, if approved at the meeting, will be payable to those eligible members whose names appear : (1) As Beneficial owners, as on September 05, 2005 as per the list to be furnished by National Securities Depository Ltd. and Central Depository Services (India) Ltd. in respect of shares held in electronic form, and (2) As Members in the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before September 05, 2005. 4. 5. Members are requested to bring their copies of the Annual Report to the Meeting. Members/Proxies attending the Meeting should bring the Attendance Slip, duly filled, for handing over at the venue of the meeting. (a) Members holding shares in physical form are requested to advise immediately change in their address, if any, quoting their Folio number(s), to M/s. MCS Ltd., the Registrars at their address given below. (b) Shareholders holding shares in dematerialised form are requested to advise immediately change in address, if any, quoting their respective Client ID/DP ID Nos., to their respective Depository Participants and not to M/s. MCS Ltd. or to the Company. 6. (a) Members holding shares in physical form, who have not given the Bank Particulars/Mandate, ECS Mandates earlier or if there is any change in the details, are requested to send the same quoting the Folio number(s), to our Registrars M/s. MCS Ltd. on or before September 05, 2005.
2. 3.
15
(Contd.)
(b) All Shareholders who are holding shares in Dematerialised form are requested to advise change, if any, in details of their bank account/ECS mandates to their respective Depository Participants immediately to enable the Company to pay the dividend accordingly. 7. Members are hereby informed that Dividends which remain unclaimed/unencashed over a period of 7 years have to be transferred by the Company to Investor Education and Protection Fund constituted by the Central Government under Section 205A and 205C of the Companies Act, 1956.
We give below the details of Dividends paid by the Company and their respective due dates of transfer to the Fund of the Central Government if they remain unencashed. Date of declaration of Dividend 21.09.1998 09.09.1999 30.03.2000 08.09.2000 28.09.2001 28.08.2002 30.01.2003 24.09.2003 22.12.2003 09.09.2004 09.12.2004 Dividend for the year 1997-98 1998-99 1999-2000 (Interim) 1999-2000 (Final) 2000-2001 2001-02 (Final) 2002-03 (Interim) 2002-03 (Final) 2003-04 (Interim) 2003-04 (Final) 2004-05 (Interim) Month and year of transfer to the Fund Nov. 2005 Oct. 2006 May 2007 Oct. 2007 Oct. 2008 Sep. 2009 Feb. 2010 Oct. 2010 Jan. 2011 Oct. 2011 Jan. 2012
It may please be noted that no claim can be made by the shareholders for the unclaimed Dividends which have been transferred to the credit of the Investor Education and Protection Fund of the Central Government under the amended provision of Section 205B of the Companies (Amendment) Act, 1999. In view of the above regulation, the shareholders who are yet to encash the dividend are advised to send requests for duplicate dividend warrants in case they have not received the Dividend Warrants for any of the above mentioned financial years and/or revalidation of unencashed Dividend Warrants still held by them to the Registrars and Transfer Agents of the Company so that dividends can be encashed. 8. The address of Registrars and Transfer Agents of the Company is as follows : M/s. MCS Ltd. Unit : Hindustan Petroleum Corporation Ltd., Sri Venkatesh Bhavan, Plot No. 27, Road No.11, MIDC Area, Andheri (East), Mumbai - 400 093.
16
(Contd.)
At the ensuing Annual General Meeting, S/Shri T. L. Sankar, Rajesh V. Shah and C. Ramulu retire by rotation and being eligible, offer themselves for re-appointment. Shri Prabh Das, Shri C. B. Singh and Shri M.A. Tankiwala who were appointed as Additional Directors during the year are being recommended for appointment as Directors liable to retire by rotation. Details of the abovementioned Directors are given in Annexure to the Notice of the Annual General Meeting. EXPLANATORY STATEMENT IN PURSUANCE OF SECTION 173(2) OF THE COMPANIES ACT, 1956. 6. HPCL is a Government Company within the meaning of Section 617 of the Companies Act, 1956. In terms of the provisions of Section 619 of the Companies Act, 1956, Statutory Auditor/s for a Government Company is/are appointed by the Comptroller and Auditor General of India (C&AG). In terms of Section 224 (8) (aa) of the Companies Act, 1956, the remuneration of the Auditors is required to be fixed by the Company in a General Meeting or in such a manner as the Company in a General Meeting may determine. The Board of Directors of the Company have recommended a remuneration of Rs.11 lakhs plus out of pocket expenses to the Statutory Auditors (including Joint/Branch Auditors, if any) of the Company to be appointed by the C&AG for auditing the Accounts of the Company for the Financial Year 2005-06 for the approval of the shareholders. The Corporation will shortly submit an application to the Comptroller and Auditor General of India, regarding appointment of Statutory Auditors. 7. Shri Prabh Das was appointed as an Additional Director on the Board effective 3.5.2005. In terms of Section 260 of the Companies Act, 1956 and Article 112 of the Articles of Association of the Company, he holds office upto the date of next Annual General Meeting and is eligible for re-appointment. The Company has received a notice proposing the candidature of Shri Prabh Das for the office of Director in terms of Sections 255 and 257 of the Companies Act, 1956. Shri Prabh Das is Joint Secretary in the Ministry of Petroleum and Natural Gas, New Delhi. The Board recommends appointment of Shri Prabh Das. None of the Directors other than Shri Prabh Das are interested in the resolution. 8. Shri C. B. Singh was appointed as an Additional Director on the Board effective 3.5.2005. In terms of Section 260 of the Companies Act, 1956 and Article 112 of the Articles of Association of the Company, he holds office upto the date of next Annual General Meeting and is eligible for re-appointment. The Company has received a notice proposing the candidature of Shri C. B. Singh for the office of Director in terms of Sections 255 and 257 of the Companies Act, 1956. Shri C. B. Singh is Joint Advisor in the Ministry of Petroleum and Natural Gas, New Delhi. The Board recommends appointment of Shri C. B. Singh. None of the Directors other than Shri C. B. Singh are interested in the resolution. 9. Shri M. A. Tankiwala was appointed as Director (Refineries) of the Corporation. He was appointed as an Additional Director on the Board effective 1.6.2005 and in terms of Section 260 of the Companies Act, 1956 and Article 112 of the Articles of Association of the Company, he holds office upto the date of the next Annual General Meeting and is eligible for re-appointment. The Company has received a notice proposing the candidature of Shri M. A. Tankiwala for the office of Director in terms of Sections 255 and 257 of the Companies Act, 1956. Shri M.A. Tankiwalas association on the Board will be beneficial to the Company. The Board recommends appointment of Shri M.A. Tankiwala. None of the Directors other than Shri M.A. Tankiwala are interested in the resolution.
17
(Contd.)
10. In terms of Section 293(1)(d) of the Companies Act, 1956, the Board of Directors shall not borrow moneys where the moneys to be borrowed together with moneys already borrowed (other than the temporary loans obtained from the Companys bankers in the ordinary course of business) exceed the aggregate of the paid up capital and free reserves of the Company except with the consent of the shareholders obtained in a General Meeting. The shareholders of the Company at the Extraordinary General Meeting held on July 23, 1985 have accorded their consent to the board to borrow moneys in excess of the paid up capital and free reserves, provided, the aggregate of such borrowings together with moneys already borrowed and outstanding at any one time, shall not exceed Rs.500 crores over and above the paid up share capital and free reserves. Taking into consideration, the investment that would be required in the next 2 to 3 years in ongoing projects in the Refineries (GFEC) and at Marketing division (new Pipeline projects) as well as new projects like grass root Refinery at Visakh, grass root Refinery at Punjab being set up by the Subsidiary Company GGSRL, Exploration and Production initiatives of the Joint Venture Company, Prize Petroleum etc., the Board of Directors of the Company have considered it desirable to enhance the borrowing powers from Rs.500 crores over and above the paid up share capital and free reserves to Rs.5000 crores over and above the paid up share capital and free reserves. The Corporation would be required to provide security for the borrowings. Hence approval under Section 293(1)(a) of the Companies Act is being taken. Accordingly, the resolutions are placed before the shareholders for their approval. None of the Directors are interested in the resolution except to the extent of their shareholdings in the Corporation. The Directors recommend the resolution to be adopted as a Special Resolution by the shareholders. 11. The Reserve Bank of India, by amending the Foreign Exchange Management (Transfers or Issue of Security by a Person Resident Outside India) Regulations, 2000, has raised the limit of investments by Foreign Institutional Investors of the paid up equity capital of Indian Companies, subject to the approval of the Board of Directors and approval of members of the Company by way of a special resolution. The increase in the FIIs limit to 40% will result in increased weightage of the Companys share in benchmarking international stock market indices. Large number of FIIs direct their investment on the basis of these benchmark indices. Increase the limit for FIIs investment would therefore enable to meet the demand of FII to invest in HPCL shares and thereby resulting in a positive impact in the capital market. None of the Directors are interested in the resolution, except to the extent of their shareholding in the Corporation. The Directors recommend the resolution to be adopted as a special resolution by the shareholders.
BY THE ORDER OF THE BOARD N.R. Narayanan Company Secretary Date : August 10, 2005 Regd.Office : 17, Jamshedji Tata Road, Churchgate, Mumbai - 400 020.
18
(Contd.)
ANNEXURE TO ITEMS 3 TO 5 AND 7 TO 9 OF THE NOTICE Details of Directors seeking appointment/reappointment at the 53rd Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement) Name of the Director T. L. Sankar Rajesh V. Shah C. Ramulu Prabh Das C. B. Singh M. A. Tankiwala
Date of Birth 21/03/1934 01/10/1951 10/01/1948 30/10/1957 03/01/1960 25/01/1949 Nationality Date of Appointment on the Board Indian Indian Indian Indian Indian Indian
Qualifications M.Sc. Degree in ACA., ACS, (Chemistry), Mathematics, MBA (Leeds, MA (Dev. MBA UK) Eco.), IAS List of Rain Directorships Calcining held in other Ltd. Companies KSK Energy Ventures Ltd. GGSRL Delhi Power Co. Ltd. Small Scale Sustainable Infrastructure Development Board Mukand Ltd. Mukand Engineers Ltd. Fusion Investments & Financial Services Ltd. Catalyst Finance Ltd. Conquest Investments & Finance Ltd. Kalyani Mukand Ltd. Bengal Port Ltd. Jeewan Ltd. India Thermal Power Ltd. ONGC Prize Petroleum Co. Ltd. GGSRL HINCOL SALPG
IAS, M.A. (Eco.) B.Tech. (Hons), MBA MBA IOC EIL CPCL Oil India Ltd.
B.E. (Mech.)
GGSRL
19
Performance Profile
Market Sales (incl. Exports)
22 CAGR : 4.78% 20 18 16 14 12 FY96
mmt
FY97
FY98
FY99
FY00
FY01
FY02
FY03
FY04
FY05
Turnover
70000 CAGR : 17.11% 60000
Rs./Crores
FY97
FY98
FY99
FY00
FY01
FY02
FY03
FY04
FY05
Rs./Crores
FY97
FY98
FY99
FY00
FY01
FY02
FY03
FY04
FY05
20
Performance Profile
2004-05 FINANCIAL GROSS SALES Gross Profit Depreciation Interest Tax (Incl. Def. Tax) NET PROFIT Dividend Tax on Distributed Profits Retained Earnings INTERNAL RESOURCES GENERATED VALUE ADDED WHAT CORPORATION OWNS Gross Fixed Assets Depreciation Net Fixed Assets Capital Work in Progress Investments - JVCs & Subsidiary - Others Net Current Assets Misc. Exps. (Public Issue exps. to the extent not written off) Deferred Tax Liability Total WHAT CORPORATION OWES Net Worth Share Capital Reserves Borrowings Total PHYSICAL CRUDE THRUPUT Mumbai Refinery Visakh Refinery PIPELINE THRUPUT MARKET SALES 13.94 6.12 7.82 6.05 20.09 13.70 6.11 7.59 6.14 19.53 12.93 6.08 6.85 6.11 18.84 1,919 77 1,842 497 2,416 8,440.85 338.93 8,101.92 2,185.35 10,626.20 7,742.81 338.90 7,403.91 1,700.80 9,443.61 6,678.85 338.83 6,340.02 1,365.93 8,044.78 5,897.68 338.81 5,558.87 3,171.54 9,069.22 6,486.27 338.77 6,147.50 3,569.52 10,055.79 2,818 1,239 1,579 179 188 212 572 (313) 2,416 12,393.17 5,449.53 6,943.64 786.84 825.76 931.08 2,513.63 (1,374.75) 10,626.20 11,387.43 4,809.32 6,578.11 496.14 817.34 1,231.08 1,775.02 (1,454.08) 9,443.61 10,754.32 4,319.12 6,435.20 347.68 784.14 1,231.08 646.72 (1,400.04) 8,044.78 10,244.85 3,759.87 6,484.98 304.38 652.34 1,481.08 1,319.49 (1,173.05) 9,069.22 9,166.67 3,239.70 5,926.97 587.81 502.84 0.08 3,037.24 0.85 10,055.79 US$ Million 14,709 542 150 19 83 290 116 16 159 290 1,184 64,689.51 2,381.83 659.59 81.64 363.27 1,277.33 509.00 71.15 697.18 1,277.44 5,208.06 56,332.57 3,642.66 606.58 55.65 1,076.49 1,903.94 746.81 95.65 1,061.48 1,722.10 6,061.19 52,698.99 3,139.06 574.25 153.02 874.43 1,537.36 678.66 78.26 780.44 1,375.76 5,115.14 45,309.67 2,046.69 529.47 294.74 434.50 787.98 339.33 448.65 1,112.56 4,101.87 2004-05 2003-04 2002-03 2001-02 2000-01 Rs./ Crores 47,117.50 2,140.91 433.38 387.33 232.19 1,088.01 339.33 34.61 714.07 1,147.45 3,912.06
Million Tonnes 12.33 5.63 6.70 6.47 18.02 11.98 5.57 6.41 6.37 18.39
1. Previous year figures regrouped/reclassified wherever necessar y 2. 1 US$ = Rs. 43.98 (Exchange Rate as on 31.03.2005)
21
Performance Profile
Contribution to Ex-chequer
8000 7000
Rs./Crores
6000 5000 4000 3000 2000 1000 0 FY01 FY02 Excise Duty FY03 Customs Duty FY04 Income Tax FY05 Sales Tax
Purchase of Products For Re-sale Duties Transhipping Expenses Employees Depreciation & Interest Other Operating Expenses
EPS-DPS Comparison
60 50 40
Rs.
22
Performance Profile
2004-05 FUND FLOW STATEMENT Sources of Funds : Profit after Tax Depreciation LPG Deposits Borrowings (Net) Share Capital Share Premium Redemption of Oil bonds Redemption/Sale of Investment Prov. for Deferred Tax Adj. on account of sale/ deletion of Assets & Prov. for diminution in Investment Total Utilisation of Funds : Dividend Tax on Distributed Profits Capital Expenditure Working capital : Increase/(Decrease) Repayment of Loans (Net) Investment - JVCs (Incl. Adv. towards Equity & Share app. Money pending allotment) Investment- Others Misc. Exps. (Public Issue exps.) Total CONTRIBUTION TO EXCHEQUER Excise Duty Customs Duty Sales Tax Service Tax Income Tax Total RATIOS Gross Profit/Sales (%) Net Profit/Sales (%) Earnings Per Share (Rs.) Cash Earnings Per Share (Rs.) Avg. Sales/Employee (Rs. Crores) Avg. Net Profit/Employee (Rs. Crores) Debt Equity Ratio MANPOWER (NOs.) US$ Million 290 150 40 70 68 (18) 1,277.33 659.59 175.92 307.37 0.03 0.83 300.00 (79.33) 1,903.94 606.58 172.12 382.32 0.07 2.41 0.21 54.04 1,537.36 574.25 177.87 0.02 0.70 250.00 9.00 226.99 787.98 529.47 272.72 1.34 134.44 2004-05 2003-04 2002-03 2001-02 2000-01 Rs./Crores 1,088.01 433.38 380.60 1,095.78 0.50 85.28
7.12 2,648.55 6,189.05 1,397.73 7,977.27 6.74 629.82 16,200.61 3.68 1.97 37.69 54.81 6.13 0.12 0.02:1 10,561
34.21 3,165.06 6,128.99 1,139.70 6,986.11 0.15 617.70 14,872.65 6.47 3.38 56.18 75.67 5.08 0.17 0.05:1 11,088
108.88 2,784.11 5,661.39 872.57 6,168.46 433.91 13,136.33 5.96 2.92 45.37 62.94 4.70 0.14 0.09:1 11,213
110.58 1,481.00 (0.85) 1,714.27 4,667.00 768.11 5,318.10 493.40 11,246.61 4.52 1.74 23.26 42.85 3.99 0.07 0.19:1 11,357
127.50 (0.85) 3,224.85 4,172.67 1,136.30 5,144.74 279.76 10,733.47 4.54 2.31 32.12 44.91 4.08 0.09 0.23:1 11,549
23
Performance Profile
2004-05 VALUE ADDITION Income: Gross Sales/Income from operations Add : Increase/(Decrease) in Inventory 14,829 8 14,837 Cost of Raw materials: Raw Material Consumption Purchase for resale Packages Stores & Spares Utilities 4,679 7,657 21 16 26 12,399 20,576.22 33,677.05 90.38 70.77 114.34 54,528.76 14,940.83 30,304.41 79.15 67.87 104.10 45,496.36 14,366.80 29,936.30 68.60 52.88 107.40 44,531.98 10,719.31 24,379.88 55.39 48.31 93.36 35,296.25 11,624.88 28,403.60 62.54 38.44 117.39 40,246.85 65,218.33 34.87 65,253.20 57,511.13 357.50 57,868.63 54,259.48 1,187.90 55,447.38 44,456.98 (258.47) 44,198.51 48,504.42 (367.97) 48,136.45 US$ Million 2004-05 2003-04 2002-03 2001-02 2000-01 Rs./Crores
Duties applicable to products: Total Value added Operations Operating & Service Costs Employees Benefits Providers of Capital Interest on borrowings Dividend Income Tax Re-deployment in Business Retained Profit Depreciation Total Value distributed
1,254 1,184
5,516.38 5,208.06
6,311.08 6,061.19
5,800.26 5,115.14
4,800.39 4,101.87
3,977.54 3,912.06
481 162
2,113.82 712.41
1,848.97 569.56
1,429.95 546.13
1,502.56 552.62
1,242.76 528.39
19 132 83
24
Performance Profile
2004-05 SALES VOLUME * Light Distillates Liquified Petroleum Gas Naphtha Motor Spirit Hexane Propylene Sub-total Middle Distillates Mineral Turpentine Oil Aviation Turbine Fuel Superior Kerosene Oil High Speed Diesel JBO/WO Light Diesel Oil Sub-total Lubes & Greases Heavy Ends Furnace Oil Low Sulphur Heavy Stock Bitumen Others Sub-total Total * Including Exports MARKETING NETWORK Regional Offices Terminals/Installatns./TOPs Depots LPG Bottling Plants ASFs Retail Outlets SKO/LDO Dealers LPG Distributors LPG Customers (in crores) 85 36 100 40 10 6667 1648 2153 2.17 81 36 89 40 10 5502 1647 1993 1.99 76 35 92 40 10 4863 1644 1898 1.77 76 35 90 39 10 4729 1638 1822 1.60 Numbers 76 32 87 37 10 4600 1631 1601 1.44 1,726.04 457.25 574.31 131.53 2,889.13 20,088.64 1,429.23 554.14 656.79 108.00 2,748.16 19,526.17 1,425.61 570.86 506.42 77.07 2,579.96 18,843.96 1,389.21 531.25 404.30 54.70 2,379.46 18,021.14 1,390.76 773.60 518.41 79.40 2,762.17 18,395.06 56.74 409.34 1,766.41 7,632.80 6.91 289.98 10,162.18 254.25 47.96 277.95 1,792.98 7,453.77 8.50 309.69 9,890.85 334.08 47.68 224.55 1,840.18 7,539.97 8.24 342.78 10,003.40 329.23 48.86 224.01 1,920.26 7,508.61 7.85 299.60 10,009.19 259.67 55.32 215.67 2,046.97 7,803.94 15.81 342.46 10,480.17 253.60 2,510.97 2,160.90 2,035.96 42.64 32.61 6,783.08 2,282.47 2,245.74 1,948.79 44.50 31.58 6,553.08 2,025.44 1,966.02 1,873.63 36.28 30.00 5,931.37 1,817.93 1,727.74 1,765.62 40.27 21.26 5,372.82 1,617.63 1,565.35 1,653.30 38.33 24.51 4,899.12 2003-04 2002-03 2001-02 2000-01 000 Tonnes
25
Performance Profile
Combined Gross Refining Margins
6 5
5.65
US$ / bbl
4 3
2.87
4.30
2
1.82 1.84
1 0 FY01
FY02
FY03
FY04
FY05
Crude Thruput - MR
5 4 3 2 1 0 FY01
mmt
FY02
FY03
FY04
FY05
Imported
Indigenous
Production Volume - MR
5 4 3 2 1 0 FY01
mmt
FY05
26
Performance Profile
2004-05 PRODUCTION VOLUME - MUMBAI REFINERY Light Distillates Liquified Petroleum Gas Naphtha Motor Spirit Hexane Propylene Solvent 1425 Sub-total Middle Distillates Mineral Turpentine Oil Aviation Turbine Fuel Superior Kerosene Oil High Speed Diesel JBO/WO Light Diesel Oil Sub-total LOBS/TOBS Heavy Ends Furnace Oil Low Sulphur Heavy Stock Bitumen Others (Incl.input of BH Gas) Sub-total Total Intermediate Stock Differential Fuel & Loss Total 933.50 192.60 324.80 49.50 1,500.40 5,719.70 (3.90) 402.20 6,118.00 976.20 174.60 338.30 47.10 1,536.20 5,708.70 (0.60) 400.20 6,108.30 1,046.70 202.70 273.40 39.00 1,561.80 5,664.30 (3.20) 418.20 6,079.30 904.70 125.30 246.40 42.10 1,318.50 5,226.00 21.80 383.80 5,631.60 946.00 137.30 298.10 40.80 1,422.20 5,178.30 13.70 383.20 5,575.20 54.00 492.30 335.90 1,608.90 241.50 2,732.60 214.00 50.80 475.70 392.10 1,518.70 287.70 2,725.00 277.60 44.80 435.40 491.80 1,427.30 282.70 2,682.00 305.50 44.10 412.20 453.20 1,392.70 269.20 2,571.40 274.40 50.30 379.00 438.10 1,317.70 280.60 2,465.70 272.80 172.20 744.30 308.40 38.90 8.90 1,272.70 161.50 695.40 259.00 42.80 11.20 1,169.90 154.50 659.80 253.40 36.10 11.20 1,115.00 164.20 585.50 263.20 36.90 11.90 1,061.70 141.10 603.10 220.90 37.80 14.70 1,017.60 2003-04 2002-03 2001-02 2000-01 000 Tonnes
27
Performance Profile
Crude Thruput -VR
7 6 5
mmt
Imported
Indigenous
Production Volume - VR
5 4 3 2 1 0 FY01
mmt
FY05
mmt
6 4 2 0 FY01
FY02
FY03
FY04
FY05
Imported
Indigenous
28
Performance Profile
2004-05 PRODUCTION VOLUME - VISAKH REFINERY Light Distillates Liquified Petroleum Gas Naphtha Motor Spirit Hexane Propylene Solvent 1425 Sub-total Middle Distillates Mineral Turpentine Oil Aviation Turbine Fuel Superior Kerosene Oil High Speed Diesel JBO/WO Light Diesel Oil Sub-total Heavy Ends Furnace Oil Low Sulphur Heavy Stock Bitumen Others Sub-total Total Intermediate Stock Differential Fuel & Loss Total 926.45 266.50 240.09 11.68 1,444.72 7,337.58 7.01 477.59 7,822.18 848.47 384.63 288.51 11.32 1,532.93 7,145.02 (18.86) 465.32 7,591.48 623.00 388.40 220.90 11.10 1,243.40 6,385.60 58.20 407.50 6,851.30 624.60 404.10 106.70 7.00 1,142.40 6,333.60 (36.20) 408.90 6,706.30 481.80 600.30 70.00 3.30 1,155.40 5,986.10 25.50 393.70 6,405.30 37.90 715.32 3,226.13 5.38 89.21 4,073.94 1.71 94.94 731.81 2,729.32 7.75 110.54 3,676.07 1.10 51.70 637.30 2,742.90 7.30 113.80 3,554.10 7.60 33.00 676.00 2,784.20 8.10 50.50 3,559.40 6.30 22.20 603.30 2,589.90 7.50 28.90 3,258.10 296.81 812.59 677.37 32.15 1,818.92 323.55 845.98 734.83 31.66 1,936.02 279.40 602.70 676.30 29.70 1,588.10 293.10 601.50 715.00 22.20 1,631.80 229.40 681.50 637.20 24.50 1,572.60 2003-04 2002-03 2001-02 2000-01 000 Tonnes
29
Directors' Report
TO THE MEMBERS On behalf of the Board of Directors, I present the Fifty third Annual Report on the working of the Company, together with the Audited Accounts for the year ended 31st March, 2005. HIGHLIGHTS FINANCIAL (Rs./Crores) Sales Turnover Profit before Depreciation, Interest and Tax Depreciation Interest Profit before Tax Provision for Current Tax Provision for Deferred Tax Provision for taxation of earlier years written back Profit after Tax Transfer from Debenture Redemption Reserve Appropriations: General Reserve Debenture Redemption Reserve Proposed Dividend : Interim Final Tax on distributed profits Balance carried forward PHYSICAL (Million Tonnes) Market Sales (incl. Exports) Crude Thruput : Mumbai Refinery Visakh Refinery SHAREHOLDER VALUE (Rupees) Earnings per Share Cash Earnings per Share Book Value per Share DIVIDEND Your Directors, after taking into account the financial results of the Company during the year, have recommended dividend of 150% for the year 2004-05 (including interim dividend of 50%)as against 220% dividend paid for the year 2003-04. The dividend for 2004-05, including dividend tax provision will absorb Rs. 580.15 crores (2003-04 : Rs. 842.46 crores). TURNOVER Your Company has achieved a sales turnover of Rs. 64,689.51 crores as compared to Rs. 56,332.57 crores in 2003-04. PROFIT Your Company has earned gross profit of Rs. 2,381.83 crores as against Rs. 3,642.66 crores in 2003-04 and profit after tax of Rs.1,277.33 crores as compared to Rs.1,903.94 crores in 2003-04. 37.69 54.81 249.04 56.18 75.67 228.47 20.09 6.12 7.82 19.53 6.11 7.59 (127.73) (169.67) (339.33) (71.15) 669.45 (190.39) (25.00) (203.88) (542.93) (95.65) 846.09 2004-05 64,689.51 2,381.83 (659.59) (81.64) 1,640.60 (589.71) 79.33 147.11 1,277.33 100.00 2003-04 56,332.57 3,642.66 (606.58) (55.65) 2,980.43 (1022.45) (54.04) 1,903.94
30
Directors' Report
INTERNAL RESOURCES GENERATION The Internal Resources generated were Rs.1,277.44 crores as compared to Rs.1,722.10 crores in 2003-04. CONTRIBUTION TO EXCHEQUER Your Company has contributed a sum of Rs.16,200.61 crores to the exchequer by way of duties and taxes, as compared to Rs. 14,872.65 crores in 2003-04. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that : (i) In the preparation of the Annual Accounts, all the applicable Accounting Standards have been followed along with proper explanation relating to material departures.
(ii) The Company has selected such Accounting Policies and applied them consistently and made judgements 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 on 31st March, 2005 and of the Profit and Loss Account of the Company for the year ended on that date. (iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) These Accounts have been prepared on a going concern basis. MEMORANDUM OF UNDERSTANDING WITH GOVERNMENT OF INDIA The Corporation has been achieving an all round Excellent rating vis--vis MOU targets for thirteen consecutive years upto 2003-04 as a result of the concerted efforts of all the employees. The performance of the Corporation of the year 2004-05 also qualifies for Excellent rating basis self assessment. The details of performance vis--vis MOU 2004-05 targets are enclosed (Annexure I). REFINERY PERFORMANCE HPCL refineries achieved the highest ever combined crude thruput of 13.94 MMT as against previous best of 13.70 MMT achieved during 2003-04. Mumbai Refinery achieved a Crude thruput of 6.12 MMT against installed capacity of 5.5 MMT, which represents a capacity utilization of 111.20%. The Fuel and loss at Mumbai refinery was 6.57%, which is better than the MOU target of 7.20%. Visakh Refinery achieved the highest ever crude thruput of 7.82 MMT against previous best of 7.59 MMT achieved during 2003-04, which corresponds to 104.30% capacity utilization of installed capacity (7.5 MMTPA). The Fuel and loss at Visakh refinery was 6.12%, which is also better than the MOU target of 6.50%. Gross refining margins of Mumbai Refinery averaged at $ 5.60 per barrel as against $ 4.26 per barrel for the year 2003-04. Gross refining margins of Visakh Refinery averaged at $ 5.06 per barrel as against $ 4.61 per barrel for the year 2003-04. Both the refineries have initiated steps to put up new facilities to produce fuels to meet future specifications. MARKETING PERFORMANCE Your Company achieved the highest sales growth of 3.5% vis--vis 3.9% for the industry in the year. The market sales (including exports) registered 20.09 MMT corresponding to Rs. 64,689.51 crores during the year as against 19.53 MMT corresponding to Rs. 56,332.57 crores during 2003-04. VIGILANCE The raison dtre of Vigilance activity is not to reduce but to enhance the level of managerial efficiency and effectiveness in the organisation. (- CVC circular dated 13.04.04).
31
Directors' Report
The above dictum of the Central Vigilance Commission is the principal determinant as far as functioning of the Vigilance department is concerned. Adherence to the same was ensured in the various activities undertaken by the depar tment during the year. Vigilance wing has been striving to enhance transparency levels in the Organisation, through advocating extensive use of e-governance. Tender notices and forms are made available on the website. Initiatives like e-payments, e-procurements, computerised file tracking system etc. are under various stages of implementation across the Organisation. In critical areas like dealership selection, the results are being published on the website.
Preventive vigilance activity was stepped up through inspections, workshops and awareness programmes. Special Q & Q (Quality and Quantity) campaigns were organised during the Vigilance Awareness Week, wherein demonstrations for enhancing awareness with respect to the issues related to adulteration were given to the customers across the country. Vigilance department will continue to bolster the efforts of the Management in striving towards making this Organisation a World Class Energy Company, and enhancing value for all stakeholders. INDUSTRIAL RELATIONS The Industrial Relations climate during the year 2004-05 continued to be generally harmonious in the Corporation. OFFICIAL LANGUAGE IMPLEMENTATION Progressive use of Hindi in the Corporation continues to receive due importance. More details are given in the Management Discussion and Analysis Report. SC/ST LIAISON The overall representation of SC/ST employees in the Corporation is 27.85%. During the year, your Corporation has carried out a number of Welfare/Development activities. More details are given in the Management Discussion and Analysis Report. CORPORATE GOVERNANCE The Corporation has complied with the various requirements of Corporate Governance. The details in this regard form part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT This report has been given separately. PARTICULARS OF EMPLOYEES A statement providing the information as required under Section 217 (2A) of the Companies Act, 1956 is annexed herewith (Annexure IV). The details regarding the number of women employees vis--vis the total number of employees in each group is also annexed (Annexure V). DIRECTORS Shri B. Mohanty, Joint Advisor, MOP&NG, ceased to be Director with effect from 29.10.04 consequent to his reassignment in the Ministry of Petroleum and Natural Gas. Shri A.K. Srivastava, Jt. Secretary, MOP&NG, ceased to be Director with effect from 07.03.05 after his completion of tenure in MOP&NG. Shri Prabh Das, Joint Secretary, MOP&NG and Shri C. B. Singh, Joint Advisor, MOP&NG, were appointed as Directors with effect from 03.05.05 who have been co-opted as Additional Directors, liable to retire at the next Annual General Meeting and are eligible for re-appointment. Shri N. K. Puri, Director-Marketing of the Corporation retired on April 30, 2004 upon attaining the age of superannuation and after serving the Corporation for a period of 40 years.
32
Directors' Report
Shri M.S. Srinivasan, Additional Secretary, MOP&NG, continues to be ex-officio part time Director of the Corporation. S/Shri T.L. Sankar, Raja G. Kulkarni, Rajesh V. Shah and M. Nandagopal continue to be part time non-official Directors of the Corporation. S/Shri M.B. Lal, C&MD, D.S. Mathur, Director (Refineries), A. Balakrishnan, Director (Human Resources), C. Ramulu, Director (Finance) and S. Roy Choudhury, Director (Marketing) continue to be the whole time Directors of the Corporation. Shri D.S. Mathur will superannuate effective June 01, 2005. As per the provisions of Section 256 of the Companies Act, 1956, S/Shri T.L. Sankar, Rajesh V. Shah and C. Ramulu will be the Directors, who will retire by rotation at the next AGM and are eligible for reappointment. The Board of Directors place on record their sincere appreciation of the valuable services rendered by S/Shri A.K. Srivastava, B. Mohanty and N.K. Puri during their tenure on the Board. ACKNOWLEDGEMENTS The Directors gratefully acknowledge the valuable guidance and support extended by the Government of India, Ministry of Petroleum and Natural Gas, other Ministries, Petroleum Planning & Analysis Cell and the State Governments. The Directors also acknowledge the contribution made by the large number of dealers and distributors spread all over the country towards improving the service to our valued customers as well as for the overall performance of the Company. The employees of the Corporation have continued to display their total commitment towards the pursuit of excellence. Your Directors take this opportunity to place on record their appreciation for the valuable contribution made by the employees and look forward to their services with zeal and dedication in the years ahead to enable the Company to scale even greater heights. Your Directors are thankful to the shareholders for their faith and continued support in the endeavours of the Corporation. For and on behalf of the Board of Directors M. B. LAL Chairman & Managing Director
Shri M.B.Lal, C&MD handing over the Dividend cheque to the Hon'ble Minister of Petroleum & Natural Gas and Panchayati Raj, Shri Mani Shankar Aiyar. Also, seen in the picture are Shri S.C.Tripathi, Secretary to Government of India, Ministry of Petroleum & Natural Gas & Shri M.S. Srinivasan, Special Secretary, MOP&NG and the Functional Directors.
33
% % % Rs. Crores Rs. Crores Rs. Lakhs % Wt. Mks. % Wt. Mks. Wt. Mks. Wt. Mks. Nos. Wt. Mks. Wt. Mks. Wt. Mks. % of Outlay % of Outlay
1 1 2
1 1 10
34
35
ii. Modified PDU steam condensate recovery system and reduced process steam consumption by 2 tons/hr. iii. Organized Oil Conservation Fortnight during January 15 to 31, 2005 to generate mass awareness in public for conservation of petroleum products. During the fortnight, several activities like free PUC check up for vehicles, display of oil conservation posters and slogan/quiz drawing competitions in various schools of Chembur area were conducted. iv. Installation of Secondary seals in 18 nos. of floating roof storage tanks to reduce tank emission losses. v. Replacement of FR-CDU/VDU/FRE-CDU rotary Air Pre-heater with stationery Air pre-heaters to improve the furnace efficiency by about 4%.
vi. Conversion of FRE and LR -VDU natural draft furnaces to balance draft furnaces for efficiency improvement by 9 %. vii. Recovery of LR units condensate (24 T/hr) for usage in Captive Power Plant as boiler feed water. viii. Optimization of the FR/FRE units crude preheat exchangers network to improve the preheat temperature by 20 Deg C. ix. Firing of FR vacuum column off gas (low calorific value) in heaters. x. Ceramic coating in SEU-II furnace and Hydrogen Reformer to improve the thermal efficiency by 2%. Visakh Refinery i. Carried out comprehensive refinerys compressed air survey by engaging an external agency. Per formance of all refinery compressors was studied in detail and survey identified 3000 Nm3/h air leaks in the compressed air system. Identified air leaks arrested and spared one compressor operation.
ii. Reduced specific steam consumption to 292 MT/TMT of crude processing during the year as compared to 305 MT/TMT crude processing in 2003-04 by periodic surveying and arresting steam leaks.
36
2) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION a) Efforts made towards technology absorption, adoption & innovation Information with respect to above is given below in Form-B b) Imported Technology (Imported during last 5 years) : Technology Imported Flexi cracking of Vacuum Gas Oils (FCCU) at MR Flexi cracking of Vacuum Gas Oils (FCCU) at VR Merox Treatment Facilities at VR Bitumen Blowing at VR Diesel Hydro De-sulfurisation at both MR and VR Hydrogen Units at both MR and VR Sulfur Recovery Units at both MR and VR Diesel Hydro De-sulfurisation 2nd Reactor at MR 3) FOREIGN EXCHANGE EARNING AND OUTGO a) Activities relating to exports : Various initiatives has been taken to increase exports and for development of new Exports markets for products and services. Efforts are on to access international Markets and to tap export potential for free trade products and lubricants. b) Total Foreign Exchange used and earned : Please refer Notes to Accounts Schedule 20 B, Note. 10 G, H, I & J. Year of Import 1999 2000 2000 2000 2000 2000 2000 2004 Whether fully If not absorbed absorbed Reasons Yes Yes Yes Yes Yes Yes Yes Yes
37
279.89 2636.02 5.82 152.37 153.31 10062.00 126.70 217.87 17196.00 5.08 9.54 18777.00 41.81 42.06 10062.00 9.99 4.35 4455.00 28.70 28.88 10062.00 47.46 45.61 9.30 4.69
293.16 2624.61 4.33 168.73 161.22 9555.00 131.82 180.69 13707.00 10.29 16.30 15848.00 27.09 25.88 9555.00 6.58 2.81 4275.00 25.67 24.53 9555.00 49.20 49.20 7.20 4.20
38
39
40
Visakh Refinery Carried out Gasoline Sulphur Reduction Additives evaluation and usage commenced to reduce CRN Sulphur content to meet BS-II & Euro-III MS demand . Increased DHDS operation severity to meet BS-II & EURO-III HSD demand. Commissioned LPG merox caustic regeneration facility to reduce chemical consumption and to improve product quality. Commenced 380 cst Viscosity Furnace oil production for export. Carried out 48 crudes evaluation with assay TBP and refinery laboratory TBP Distillation.
ANNEXURE - III Environmental Protection Measures Mumbai and Visakh Refineries have been meeting the statutory regulations and standards set by State Pollution Control Boards and Ministry of Environment and Forest, Govt. of India. Both the Refineries have been certified as ISO 14001. Visakh Refinery 1. Solid Waste Management : Bioremediation of low oily sludge : Refinery is remediating biologically ETP sludge generated. Insitu Chemical Cleaning of Crude Tank bottom sludge : Crude tank 01B insitu chemical cleaning carried out and oil recovery from sludge is in progress. Processing of oily Sludge from Sludge Lagoons : Global Tender floated and order has been placed on M/S. Balmer Lawrie. The equipment installation is in progress. Integrated Hazardous Solid Waste Management Plan Project : Restructuring of the agreement is in progress for continuing the Phase III, IV and V of the project. Vermicomposting of canteen waste : Aerobic Vermi Bacterial (AVB) system based composting activity for treating canteen waste is under continuous operation. Treatment Storage and Disposal Facility (TSDF) : Proposal for Refinery Hazardous solid Waste disposal to TSDF at Hyderabad is under process of approval. Ground water monitoring network development study draft report received from EIL.
41
42
2.
3.
4. 5.
6.
7.
8. 9.
10. Action initiated for improving the underground sewer system based on the recommendations of in-house survey carried out last year for better monitoring and control/operation of ETP-II/API Separators. Various sewer streams of under ground sewer system were flushed to facilitate free flow of oily water, routing of the system was checked and drawings were updated accordingly. Presently, repairs/correction of the junction boxes as per OISD standards are in progress. 11. As a part of Green Fuels and Emission Control Project, Flue Gas Desulfurisation Unit (Wet Gas Scrubber) is being put up in FCCU Unit for reducing the SO2 emission and Particulate Matter.
43
2 ADVANI R I AHIRE RAMESH N ALPANA VIDYADHAR DESHPANDE ANANDA PADMANABAN A APTE K V ARORA SURINDARPRAKASH J B K SAWANT B R S NARAYANA RAO BABU RAO S BADLANI L N BALAN T K BALASUBRAMANIAN V BENWAL M C BHATIA R G BINAWADE M J BISWAS JANAKI B CHANDRA SEKHAR K V CHITNIS P V CHODANKAR H D DALAL V R DEORI MAHESWAR DHAMODARAN J DSOUZA CHARLES L DSOUZA H B DUBEY R R DUTTA SUBHASH CH DVS RAVIKUMAR FERNANDES JOSEPH V GHODKE B S GOPALAN SAKULAN GOYAL RAM KUMAR GUNSEKARAN V GUPTA ALOK GUPTA M L HAROLD BORGES HORO LUCY ISAAC JACOB V JOSEPH G JOSHI SUBHASH EKNATH JOSHUA K V JYALA MANOHARSINGH S KADOLKAR M D KEDARE SHANTARAM C KELSHIKAR S H KOHLI RAKESH KOLI R M KOTIAN HARISHCHANDRA C KOTIAN P C KRISHANKUMAR KRISHNAMURTHY V KRISHNAN R KULKARNI R B KUMAR ALOK M K HAYATKHAN MAHADEV GUMMA MALEKJEE N T MHATRE U N MICHAEL M MOHINDER SINGH AULAKH S R WAGH N S BALA NARENDRANATH S NARESH KUMAR PATEL NAVAROJI N NAYAK SHUBHADA K NUNES P T PADHI BALAKRISHNA
8 56 54 39 41 56 60 55 41 55 56 56 57 53 56 45 36 50 52 53 43 40 56 58 54 60 38 54 55 49 45 44 29 60 54 48 44 55 56 60 54 53 60 50 41 55 52 56 56 44 56 55 38 52 48 49 57 51 43 45 60 43 38 58 50 51 51
9 KOMAL MANUFATURING CO. LTD. BHARAT HEAVY ELECTRICALS LTD. KOSAN GAS CO. LTD. G. B. M. S. WORLI DAIRY BEST & CROMPTON ENG LTD. UNPAID BLACKSMITH APPRENTICE GREAVES COTTON & CO. LTD. BOMBAY FOOTWEAR PVT. LTD. BOMBAY TEXTILE RESARCH ASSN. V.D. STEEL ROLLING MILL SHRI DNYANESHWAR SAHAKARI KHANDSARI UTPADAK SANSTHA LTD. JANAKI BROTHERS INDUSTRIAL & AGRI. ENGINEERING CO.
STERLING STEELS & WIRES LTD. THE MEHSANA DIST CO-OP MIL PRODN.
WATER & WASTE WATER AUTHORITY M/S. DISTILLERS TRADING CORPN LTD.
HYDERABAD ALLWYN LTD. M/S. SAVITA CHEMICALS PVT. LTD. DREDGING CORPORATION LTD. GOETZE (INDIA) LIMITED M/S. ISHWARLAL & CO. LTD.
CHIDAMBARAN MULRAJ & CO. LTD. THE TATA IRON & STEEL CO. LTD.
44
8 56 43 60 57 51 54 30 57 60 55 55 38 39 50 54 43 41 55 52 58 52 57 39 45 56 55 45 37 42 49 57 45 52 58 44 45 55 48 60 45 50 50 51 51 59 40 60 59 58 59 57 55 54 53 56 56 59 59 59 55 54 57 54 57 53 53 53
BSC, M.TECH (MECH) 26 BCOM, L L B 20 NON SSC 21 BSC 30 BA 27 MA, BL, DPM 26 BCOM, ACA 6 LEE 30 DME 41 BTECH (CHEM) 29 SSC, DIP IN PHARM 31 B COM, MBA (FIN) 16 BSC, BE (FIRE) 16 BSC 24 BSC 29 BTECH (CHEM) 19 BCOM, ACA 18 BE (MECH) 29 MA 29 DME 36 BSC 24 MA 25 B TECH (CHEM) 17 BSC ENGG (MECH 20 MA 21 BA 26 BSC, DBM 22 B TECH CHEM 15 BE (CHEM) 19 BSC 19 B.SC, M.SC 35 BSC 22 BSC 24 B.COM 35 B TECH (CHEM) 19 BSC 22 BCOM 32 MA 22 SSC/SSLC 41 B TECH (ELECT) 21 B.COM 28 BA 23 BA,DIP IN HOTEL 26 MGMT & CATERIN BE (MEHANICAL) 22 BSC, LLB,PG (PM&IR) 19 BE (MECHANICAL) 17 BSC,DIP IN ORM 36 BSC 34 34 34 33 33 33 33 33
EASTERN PETROLEUM PVT. LTD. K S AIYER & CO. RALLIES INDIA LTD. PLASTIPEEL CHEM & PLASTICS PVT. LTD. WOCK HARDT PHARMACEUTICAL
FOOD CORPOATION OF INDIA LOVELOCK & LEVIS HINDUSTAN STEEL CORPN. UNICORN INDUSTRIES M/S. NATIONAL ORGANIC CHEMICAL INDUSTRIES LTD. ESSO CAR CARE CENTRE INDUSTRIAL ENTERPRISES ASIAN PAINTS DIRECTOR C.H.D. (M/EDUCATION)
SHIRISKAR A S MGR INSTLLN SHRIVASTAVA A K EX SALES OFFICER SINGH B P MANAGER-TECH SINGH PRABHAT KR EXEC OPRNS OFFICER SINGH RAM DY MANAGER SINGH SUMER EXEC OPRNS OFFICER SISAUDIA SANJEEV SR REG MGR SRINIVASARAO K DY MANAGER-TECH SRIRAM S DY MGR SUHAS KATE MGR-F&S SULE DILIP VINAYAK MGR INSTALLATION TOMY VARGHESE SR REG MGR TULASIRAO I S SR SUPDT QC VASUDEVAN V MGR SHARES VIDYA SAGAR Y EXEC OPRNS OFFICER VIJAYAKUMAR P EX OPRNS OFFICER VIJAYAN T V DY MGR INSTALLATION VIJAYARAM K MGR LPG SALES VINAYAKARAO P MANAGER-SHIFT CO-ORD VINOD B S DY MGR I&G WAGLE M H MGR FINANCE AND ACOUNT WORLIKAR BHARATI S CHIEF ADMIN ASST MAINKAR PURNIMA PRASHANT MANAGER ADMN PATIL BHASKAR SOMAJI PATHROSE A G M SHANMUGAM DIVEKAR B V REGE SATISH VINAYAK
WESTERN RAILWAY
UDC OF CENTRAL EXCISE INDIAN COTTON MILLS FEDERATION CHETTINAD CEMENT CORPN., MADRAS M/S SHRI VENKAT RAGHAVA RICE CO. M/S STANDARD BATTERIES LTD. TATA VIDYUT KARAYALAYA NEW EVEREST ENGG WORKS HOTEL CENTAUR M.S.E.B., KARADI SKOL BREVERIES LTD. M/S. POLYOLEFINS INDUSTRIES LTD. NATIONAL PEROXIDE LTD. M/S. POLYOLEFINS INDUSTRIES LTD. POLY OLEPHINS INDUSTRIS LTD. CARBIDE CHEMICALS CO. ANIK AIR INDIA LTD KAMLAKAR ELECTRIC WORKS STANDARD REFINING COMPANY F.C.I. LTD., TROMBAY UNIT, MARVLI SAURSHTRA ENGG. PVT. LTD. NATIONAL ORGANIC CHEMICAL LTD. BELL PHARMA NATIONAL RAYON CORP. LTD. LUBE INDIA LTD. CALICO CHEMICALS LUBRI CHEMICAL INDUSTRIES RAI. BHAYANDER (W. RLY) BHARAT BIJLEE FRAMROZE, CAMA & CO. M/S. KONKAN MINERALS RADIO INDUSTRIES
116 SHENOY U U 117 WAGLE SUBHASH BHALCHANDRA 118 MHATRE DINESH DHARMAJI 119 BUDDHISAGAR A D 120 BHIDE VILAS BALKRISHNA 121 KHEDKAR VIJAYKUMAR VISHVANATH 122 KANEKAR VIKAS SHRIKANT 123 MANKAR D M 124 AMRE MADHUSUDAN DOULATRAO 125 CHAUGULE GAJANAN KASHINATH 126 KARDILE SHIVAJI DHARMAJI 127 WADEKAR DIVYAKANT DATTATRYA 128 PATANKAR V D 129 SUNDARAM R 130 PAI V G 131 MATHURE M P 132 MINOCHER BEJAN 133 KUBAL Y S 134 PANCHAL JITENDRA HARKISHAN
MANAGER - MINOR PROJECTS 2,951,985 DGM-HR (MR) 2,313,109 MGR - GAGE/SCRAP DIS 2,228,079 DGM-OPNS (LR) 2,251,802 SENIOR MANAGER 2,032,412 T&D & PLANNING CH MGR-PRODN 2,945,049 BSC DY MGR-PRODN 2,095,022 BSC MANAGER - PROJECTS SENIOR ENGINEER MAINTENANCE MGR-ROTARY SR ENGR-MNTC DEPUTY MANAGER MAINTENANCE DY MGR-MNTC (ONSITE) DY MGR-PRODN DY MGR-PURCHASE MANAGER - MATERIALS SR MGR-W/SHOP CHIEF MAINT TECHNICIAN SR MGR-LR UNITS DY MANAGER - CANTEEN SENIOR ENGINEER MAINTENANCE MGR-PRODN CHIEF ACCOUNTS ASST DY MGR-OM&S
2,869,117 SSC/SSLC,ITI/ NCTVT MACHINIST 3,018,477 SSC/SSLC,ITI 3,902,034 SSC/SSLC 2,930,919 SSC/SSLC,ITI/ NCTVT MACHINIST 3,249,291 SSC/SSLC,ITI
3,259,471 SSC/SSLC 33 2,054,020 SSC/SSLC,ITI/ 33 NCTVT-ELECTRICAL 1,833,433 BSC,DMM 33 1,914,243 DME 3,929,805 DME 2,025,895 HSC/INTER/PUC 3,248,440 BSC 3,015,561 BSC 2,360,068 ITI/NCTVT MACHINIST 2,929,351 BSC 2,066,898 B.COM 3,184,468 BSC,CERT PROGRAMME (COMP APPLN) 32 32 31 29 29 29 29 29 28
45
8 52 51 53 58 58 59 53 55 56 56 55 55 57 53 56 51 57 54 56 55 57 58 53 50 51 58 47 39 56 60 60 52 54 49 60 48 53 52 56 60
9 ECONOMIC CONSTRUCTION COMPANY TUBE WELD ENGG, WORKS (P) LTD. M.H.SABOO SIDDIK POLYTECH KIRLOSKAR OIL ENGINES LTD.
135 GANESAN R 136 KARGUTKAR RAVINDRANATH MANOHAR 137 SHETTY D V 138 DABADGHAV S V 139 VAIDYA PRAKASH UDHAV 140 PATTEKAR VILAS V 141 BABAR S B 142 GAIKAR B V 143 SANGARE D D 144 MENEZES W 145 GORE P M 146 RANE D S 147 PATEL B C 148 RANADIVE KIRANCHANDRA DATTATRAY 149 MAZGAONKER J N 150 KHADTARE S M 151 D'SOUZA H 152 CHAUHAN S R S 153 SHAH SHIRISHKUMAR BHOGILAL 154 BANDEKAR SUBHASH SAKHARAM 155 SUVARNA SANJEEVA KADYA 156 VARTAK S D
1,928,876 BSC 27 2,566,802 SSC/SSLC, 23 BOILER PROFICIENCY 2,516,436 SSC/SSLC,DME 23 2,264,242 B.COM 33 1,966,863 BSC 37 2,351,644 BSC 37 1,990,305 NON SSC 3,262,209 SSC/SSLC,ITI/ NCTVT MACHINIST 2,063,453 NON SSC 1,841,166 NON SSC 2,265,214 SSC/SSLC 2,215,588 2,446,314 SSC/SSLC 32 31 31 31 30 30 30
MANAGER MAINTENANCE 3,253,480 SSC/SSLC, 30 LICENSIATE IN ELEC. CHIEF DRAFTSMAN 2,391,221 DME 30 CHIEF PROCESS TECHNICIAN 2,088,056 SSC/SSLC 30 CHIEF ACCOUNTS ASST. 1,837,974 BA 29 CHIEF PROCESS TECHNICIAN 2,172,083 SSC/SSLC CH MGR-PROJS MTLS 3,545,785 BE (MECHANICAL) SENIOR MANAGER NEW PROJECTS DEPUTY MANAGER MAINTENANCE CHIEF DRAFTSMAN 3,508,951 BSC 2,203,004 SSC/SSLC 1,852,083 ITI/NCTVT DRAFTSMAN 2,582,449 BSC 2,553,902 BSC 2,687,641 BSC,LLB,Dip in PRODUCTION ENGG 2,599,764 BA,DME 3,039,143 BE (MECHANICAL) 2,049,666 BSc Engg (MECH.) 1,964,258 1,265,382 1,056,777 727,027 1,908,171 2,122,058 251,840 343,570 2,089,272 2,106,143 2,005,447 1,094,642 SSC DME BA, LLB SSC BSC CHEMISTRY BSC SSC,EME BA BA SSC SSC SSC, ITI/ NCTVT MACHINIST 29 28 29 28 28 27 25 24 24 24 16 38 36 36 30 33 26 19 23 30 33 36 32
ESSO STANDARD REFINARY CO. OF INDIA LTD ESSO COOP. STORES, ESSO NAGAR (WEST) ESRC CANTEEN HUMPHREYS & GLASGOW CONSULTANTS PVT. LTD. HINDUSTAN PETROLEUM PUMP M/S. ECONOMIC CONSTRUCTION COMPANY PLA - ELECTRO APPLIANCES INDUSTRIAL CONSULTING BUREAU S.O.M.C. LUBE REFINERY MR. WILLIAM SERRAO, WILLIAMS CLASSES H.P.C. LUBE REFINERY SWASTIK H & J P LTD.
S. DIAS & COMPANY I.C.B. LTD. P2 & ASSOCIATES CADICO CHEMICALS PLASTIC DIVISION, ANIK INDIAN AIR FORCE M/S. HINDUSTAN ORGANIC CHEMICALS LTD.
157 SAWANT D S DEPUTY MANAGER - P&A 158 PRADHAN SANJAY SURYAKANT DY MGR-QUALITY CONT 159 KASHID D M DY MGR - QC 160 DESHMUKH ANIL MADHUKAR 161 RAJARATHINAM T 162 163 164 165 166 167 168 169 170 171 172 173 174 1. 2. 3. 4. MANAGER - SECURITY SENIOR MANAGER CES CONSTRUCTION PANCHBHAI RAJENDRA B DEPUTY MANAGER MAINTENANCE ALMEIDA LYDIA A CHIEF SECRET. ASST. BHAT P S MANAGER MATERIALS CHAUDHARY V R DY MANAGER FINANCE CHOUDHARI H R DY MANAGER PRODUCTION CHOUGULE P A LPG OPERATOR(SG) DSA DINA CHIEF ACCOUNTS ASST. MANIKPURI RUKDEO DAS MAIN TECH PATIL B V CHIEF ADMIN. ASST. PATIL SURGONDA MALGOND SR. ADMIN ASST. SANDHI MOHAMMED HUSSAIN SR ACCOUNTS ASSISTANT SHANBHAG D R CHIEF ADMIN. ASST. TATKARE L P SR ENGG MAINT
THE INDIAN SMELTING & REFINING CO. LTD. CENTURY SPINNING & MFG. CO. LTD.
Employees listed in the statement were employed for part of the year and were in receipt of remuneration at the rate of not less than Rs. 2,00,000/- per month. Employment in the corporation is non-contractual. Employment provides for termination of services by either party giving one months notice. None of the employees are related to any of the Directors.
ANNEXURE - V Statement showing Women Employees as on March 31, 2005 Group A B* C D Total Total No. of Employees 3562 6348 651 10561 No. of Women Employees 219 419 27 665 % of Women Employees 6.15 6.60 4.15 6.30
*HPCL has no posts classified under group B as the entr y in non-management grades has been re-classified in group C effective 1.1.1994.
46
47
48
49
Refineries Team
Crude thruput and Capacity utilisation HPCL refineries achieved the highest ever combined crude thruput of 13.94 MMT as against previous best thruput of 13.7 MMT achieved during 2003-04. Mumbai Refinery (MR) Mumbai Refinery achieved a Crude thruput of 6.12 MMT as against its installed capacity of 5.5 MMT, which represents a capacity utilisation of 111.2%. It achieved highest ever FCCU thruput and production of LPG, MS, ATF and MTO during the year. The distillate yield was 68.96% as compared to 68.30% during 2003-04. It also achieved highest ever GRM of $5.29/bbl against previous best of $4.26 per barrel in 2003-04. Fuel & loss recorded was 6.57%, which was better than the MOU target of 7.2%.
50
Visakh Refinery (VR) VR achieved highest ever crude thruput of 7.82 MMT as against the previous best thruput of 7.59 MMT during 2003-04, which corresponds to 104.3 % capacity utilization of installed capacity (7.5 MMTPA). It achieved highest ever DHDS thruput and production of Propylene and HSD. The distillate yield was 75.3 % as compared to 73.9% for the year 2003-04. It also achieved lowest Specific Energy Consumption of 100.8 MBTU/BBL/NRGF during the year as compared to previous best of 101.5 MBTU/BBL/NRGF during 2003-04. Specific Energy Consumption has improved consistently during the last 5 years. VR also achieved highest ever GRM of $5.09/bbl against previous best of $4.61 per barrel in 2003-04. Fuel and loss recorded was 6.12%, which was better than the MOU target of 6.5%. Visakh Refinery has also initiated steps to improve GRM like change in crude mix, optimisation of VBU operations, De-bottlenecking of LPG Merox Unit treating facility and crude receipt through VLCC to improve profitability. Mumbai Refinery Green Fuels & Emission Control Project (MR-GFECP) MR has undertaken this mega project at a cost of Rs. 1152 Crores (October 02 price) to produce the MS/HSD of EURO-III grade for supplies in Metro/Mega cities and Bharat stage II grade for supplies in the rest of the country. The project when completed will also enhance the refining capacity from current level of 5.5 to 7.9 MMTPA. The major facilities proposed under this project are NHT/CCR, Isomerization unit, FCC Gasoline Hydrotreater unit with associated auxiliaries and revamp of existing CDU-I/VDUs and FCC Units.
Shri S.C. Tripathi, Secretary to Government of India, MOP&NG inaugurating the Refinery Technology Meet. Also seen in the picture is Shri M.B. Lal, C&MD
51
Visakh Refinery Clean Fuels Project (VRCFP) Visakh Refiner y is currently implementing this project at an approved cost of Rs. 1635 crores (April '03 price) to produce the MS/HSD of EURO-III grade for supplying to Metro/ Mega cities and Bharat stage II grade for the rest of the country. Major facilities proposed under this project are NHT/CCR/NIU/FCC NHT in MS block, Flue gas Desulphurization project and revamp of existing FCCU-II & DHDS Units. VR has commenced production of BIS-II MS/HSD & EURO III HSD from 1st Januar y, 2005 onwards. EURO-III MS production is expected to commence from the last Quarter of 2006, after implementation of this project. In the meanwhile Euro-III MS demand of Hyderabad region is being met from the refiner y by utilizing appropriate crude mix and blending of streams.
52
Improved reliability of equipment through strict adherence to Preventive Maintenance (PM) schedules. Root Cause Failure analysis for the critical equipment Erection of a column at Visakh Refinery and taken cor rective measures to improve service factor of equipment. In-house Training Programs for Operation and Maintenance Crew on Pumps and Mechanical Seals to enhance pumps reliability. Detailed study of the rotar y equipment sealing system and measures were taken to improve the reliability.
l l
Prestigious Oil Industr y Safety Award (OISD) for the year 2002-03 for Best Overall Safety Performance amongst Refineries for the 2nd year in a row. National Safety award 2003 for the lowest average weighted accident frequency rate for the 3rd consecutive year (2001/2002/2003). National Safety award 2003 for achieving the largest number of Manhours without a Fatal/Non-Fatal Accident/Total Permanent Disability.
Achievements
l
MR commissioned the DHDS second reactor in ser vice & commenced HSD production confirming to EURO-III norms. VR received ISRS Level-8 (International Safety Rating System) from M/s. DNV France.
53
Star ting from June 2004 received four parcels of crude through VLCC with Lighterage operations during 2004-05 and realised freight savings of approximately $0.7/bbl. VR improved crude basket by processing new Crudes viz. EA, Belayam, Seria Light and Benchmas. Commenced production of Euro-III, MS-HSD.
CRUDE OIL PROCUREMENT HPCLs two refineries at Mumbai and Visakhapatnam processed 13.94 MMT of cr ude oil during 2004-05. Of this 3.75 MMT was from indigenous source, while the balance quantity of 10.19 MMT was of imported crude. During the year, HPCL imported 6.67 MMT of crude on term contract basis from M/s. Saudi Aramco (Saudi Arabia), M/s. Somo (Iraq), M/s. Adnoc (U.A.E.), Petronas (Malaysia) and NOC (Libya), while the balance quantity was purchased on spot basis. For maximising margins at our Refineries, emphasis was laid on widening the crude basket so as to have an optimum choice from a variety of crude oils. Continuous attempts are being made to widen the crude basket and diversify the sources of supply. During 2004-05, 18 new crude from Malaysia, Yemen, Libya, West Africa, Brazil and Equador were included in the acceptable crude basket and 5 new crude from Egypt, Nigeria, Thailand and Brunei were processed in Visakhapatnam refinery. MR/VR achieved higher GRMs in 2004-05 (MR-$5.29/bbl, VR-$5.09/bbl) vis-a-vis 2003-04 (MR-$4.26/bbl, VR-$4.61/bbl) due to general buoyancy in international market caused by surging demand led by China. The change over of 1.0 MMT of AL/AM to Basrah improved refiner y margins by Rs. 15 crores per annum based on differential margins of about $0.3/bbl between Arab Light and Basrah. During the year, 10.23 MMT of imported crude oil worth CIF value Rs. 13,787.98 crores was
54
55
MARKETING
RETAIL BUSINESS The Oil sector is undergoing a rapid change. Progressive deregulation of the sector has provided oppor tunities to large private players to enter into the fray and seriously work towards grabbing their share of the market in the shortest possible time. The industr y is, therefore, witnessing a scenario of increased competition and companies competing aggressively for the share of market. The emerging challenges in Retail segments are; aggressive network development by new and existing players, price as a tool for competition, pressure on margins and volumes, increasingly demanding customers looking for greater choice, use of technology for providing differentiated services, dealer relationship, aggressive marketing and value for money offerings, all directed towards delighting the ultimate consumer.
56
Shri S.C.Tripathi, Secretary to Government of India, MOP&NG, inaugurating the first ever online Density Display Unit at HPCL's e-fuel station in Bandra-Kurla Complex
Retail SBU vision HPCL has been gearing itself well in advance in the face of impending deregulation of Retail sector from April, 2002. An Organisational Transformation Exercise was undertaken in the corporation for achieving continued excellence. The entire focus was to develop the Vision and Strategy to meet the stated and latent needs of the customers. The employees at different levels participated and shared their aspirations. As a result, Retail SBU vision was cocreated which reads as under :
l l l l l
Retail is the highest performer in sales growth over industry. Retail has sustained profitability through increased sales, ARB earnings, cost optimization, focus on branded fuels and branded lubricants and has the best return on investment. Retail delights customers by fulfilling their stated and latent needs with innovative quality products and services, competitive prices through its loyal and committed dealers. Retail has competent, committed and empowered people making the workforce challenging vibrant and happening. Retail team has sense of pride, mutual trust and camaraderie conducting business in a fair, transparent and ethical manner.
To achieve the Retail Vision strategies were to be formulated. This was followed by formation of sub groups who spread across various market segments such as Highways, Car segment,
57
Retail Outlets
Retail Initiatives Retail SBU has taken several pioneering initiatives in the Oil Industry and has many Firsts to its credit in the last 2-3 years.
l l
First to introduce branded diesel Turbojet in India. First to set up e-fuel stations in India through large scale implementation of Retail Automation in line with international practices of quality thru quantity control. First to introduce Exclusive Mobile Labs to enhance the capabilities on quality checks. First to introduce the concept of Mobile Dispensers as a Rural initiative. First to set up low cost Rural outlets under the brand name Hamara Pump. First to launch Drive Smart a co branded fleet card focused on meeting the specific needs of fleet operators/transport companies.
l l l l
Retail Branding HPCL has branded its Retail outlets under the name Club HP positioned on the platform of providing outstanding customer and vehicle care. More than 2250 outlets have been branded and an aggressive expansion programme is in progress.
58
59
20 exclusive Mobile Labs were added during 2004-05. These labs have strengthened our capabilities of carrying out surprise checks at the outlets. Third party Surveillance Audit by M/s. Bureau Veritas was completed at 1303 Club HP outlets during 2004-05 which has resulted in remarkable improvement in the quality and service standards at the outlets. 363 Retail outlets received ISO certification during 2004-05, taking total number to 416 as of March 31, 2005. Customer Satisfaction Index (CSI) was under taken by the Regional Offices covering 1633 Retail outlets across the countr y during 2004-05, as a mechanism to receive customer feedback and further enhance the service provided to the customers. Retail SBU has taken unique initiative in launching Quality/Quantity awareness campaigns under the Club HP promise of Good Fuel Promise. More than 100 such campaigns have been conducted across the country.
Retail Automation : HPCL has pioneered the concept of e-fuel stations in India having fully automated over 40 Retail outlets in Mumbai/Vashi. Large scale expansion is being carried out covering more than 400 additional sites with focus on Highways. Retail Automation is an international practice for Quality Assurance through Quality control. It focuses on monitoring the stocks, sales and inventor y controls at Retail outlets by capturing, collating and analysing all the transactions electronically. Vehicle Management System : As a step towards ensuring quality of products during transportation to the Retail outlets, HPCL has taken the initiative to monitor tank truck movements on real time basis. The system comprises of Global Positioning System (GPS), Global System for Mobile Communication (GSM) and a software which links GPS and GSM with the Geographical Information System (GIS). The System has been successfully piloted on 20 tank trucks and is being expanded to all the company owned tank trucks across the country in phase I. Club HP helpline : HPCL has introduced Club HP Helpline in 11 major cities in India through toll free number 5500-5050 which facilitates the customers in receiving various information on HPCL Retail products, ser vices and promotional campaigns etc. Training/Motivation of Dealers and Dealermen : Dealers and dealermen are the initial point of contact for our Retail customers. It is essential that they remain alert and sensitive to the customers need when they come to the Retail
60
Received Excellence Award Forecourt Retailer of the Year-2005 instituted by KSA Technopak ICICI Bank on February 24, 2005. Received Excellence Award 2005 for outstanding contribution in Petro Retailing Business by DEW Journal on March 20, 2005.
61
HP Gas is the market leader in growth and profitability in the industry. HP Gas is the world class and most preferred brand by the customers for the quality, appearance, innovations, services and offering total energy solutions for all gaseous fuel applications. HP Gas is global in entire gamut of LPG marketing and trading with massive presence in rural sector.
Unloading of the first LPG Vessel at the newly commissioned "Visakh Outer Harbour"
Pampore LPG Plant maintaining supply line in the Kashmir valley even in adverse weather conditions
62
HP Gas is a caring organization with a strong bond with its customers, dealers and all other stakeholders. HP Gas is a team of highly motivated, competent and disciplined employees and conducts its business in ethical and transparent manner. HP Gas is totally committed to safety, health and environment.
The LPG Business line accounts for approximately 13% of the total volume base of HPCL. LPG Marketing has undergone tremendous change in the last few years with our countr y getting distinction of being one of the fastest growing market with regard to LPG consumption and one of the countries with largest number of domestic consumers serviced through LPG Cylinders. During the year 2004-05, LPG SBU has marketed 2.50 million Metric Tonnes achieving an all time record bulk sales of 83 TMT and Non-Domestic Packed sale of 47 TMT notching a growth of 33% in this sector. 160 new LPG distributorships were commissioned during the year taking the total distributorships to 2153. 19 lakhs new connections were given during the year taking the customer base to nearly 2.2 crores. Marketing initiatives : HPCL was the first Company to brand LPG Marketing under the platform of Ji Haan focusing on instant ser vice to LPG customers. Consolidation of the Ji Haan Ser vices was given emphasis and services such as delivery of refills within 24 hours, extended delivery timings between 8 am and 8 pm on all days of a week, installation of a new connection within 24 hours etc. were further consolidated across the countr y. The single contact point help line no. 1716 has now been extended to a total of 10 cities and Internet booking facility is available at 7 cities. Our Ji Haan services has not only set a benchmark in the Indian LPG marketing scenario but also has become synonymous with reliability and punctuality, emphasizing the importance of meeting the customer expectations which the industry followed. HP GAS has been awarded the Golden Peacock Innovative Product/Service Award for the year 2004 for its various initiatives on customer ser vice by the jury headed by Justice A. M. Ahmadi, Former Chief Justice, Supreme Court of India. Justice M. N. Venkatchaliah, Former Chief Justice of India and Chairman Centre for Corporate Governance, presented the Award. HP Gas was once again the first to anticipate the customer needs and visualise their future aspirations. We introduced the weight campaign, offering the customer the choice of verifying the correct weight of the cylinder at the doorstep which was not only followed by the industry but also very well appreciated by the public at large. This initiative of HP Gas has bagged the Dainik Bhaskar Indian Marketing awards 2004 for innovative marketing initiative for customer services. HP Gas won the award under the category of ser vices against stiff competition from strong brands such as Wipro and Hutch.
63
64
65
HP DS (LUBES) is market leader in growth and profitability. HP DS (LUBES) is most preferred supplier of quality products at right price and time. HP DS is a learning organisation with committed, competent and professional team. HP DS (LUBES) is delighting the customers by value added services. HP DS (I&G) is the market leader in growth with focus on profitability. HP DS (LUBES) is a professional and empowered team for quick response to Shri M.B. Lal, C&MD seen alongwith Shri K.R. Shankaran, customers. ED-Direct Sales at the launch of HP Champion HP DS ensures consumer loyalty through differentiated services.
l l l
Consequent to the deregulation of the lubricant trade in the year 1992-93, today, it is one of the most clustered markets in the country. The total Indian lube market is 1.2 MMTPA out of which 65% of the volume comes from the Automotive sector and the balance constitutes the Industrial sector. HPCL has the largest lube refinery in the country with a capacity of 3,35,000 MT per annum and, hence has the advantage of manufacturing various types of base oils. It has strategically
66
67
68
HP Aviation is the market leader in profitability and growth through a wider network among the industry. HP Aviation has the second largest market share in both domestic and international business in the country. HP Aviation has a highly motivated, inspired and dynamic team, which takes pride in being part of the SBU. HP Aviation inspires confidence in customers by providing the best quality in product and service. HP Aviation practices the highest standards of health, safety and environment in the industry.
The SBU achieved a remarkable growth of 47% in 2004-05. This was the second successive high growth year for the SBU following its 23.8% growth in 2003-04.
69
Only Indian company nominated on the IATA Fuel Suppliers Advisory Committee. Only Indian Company having ISO-14001 certified Aviation facilities. Only Indian Company to win the Golden Peacock Award for Environment Management 2004-05. Only Indian Company providing Refueling Panel Operations service to its clients. Only Indian Company providing e-ticketing for air travel through select retail outlets. Only Indian Company ranked 17th among top 30 companies globally adjudged as Worlds best jet fuel marketers in survey conducted by the Armbrust Aviation group, USA.
Awards/Recognition 1. Received Greentech Gold Safety Award for Santacruz, Greentech Gold Environment awards for Santacruz/Palam and Greentech Silver Environment awards for Chennai/Calicut ASFs for 2003-04. 2. HP Aviation was ranked 17 globally in the 7th Annual Worlds Best International Jet Fuel Marketer held in 2004-05 by Armbrust Aviation Group. 71 airlines par ticipated in this sur vey and rated fuel suppliers on 22 ser vice parameters. This is the highest ranking among Indian suppliers and a considerable improvement on our ranking of 45 in the previous year.
70
71
72
73
74
inaugurating the R&D Centre at Vashi. Also, seen in the picture is Shri M.B.Lal, C&MD
b. Energy efficient Deasphalting process using supercritical solvent recovery (with IIP, EIL & CHT) In the energy efficient super-critical approach the solvent recover y in the unit is done under supercritical process conditions, resulting in an over all energy savings of about 20 to 40 per cent (mainly in utilities) and lower solvent losses. The project was initiated during 2002-03 and is scheduled to be completed by 2006. The benefit expected is approximately Rs. 2 crores/annum. During the year, test runs were conducted in MR-PDA unit and relevant samples were analyzed by IIP. Site selection, PFDs and P&IDs has been finalised in consultation with M/s. EIL to implement the facilities. The same is expected to be implemented by 2006.
75
JOINT VENTURES Mangalore Refinery & Petrochemicals Ltd. (MRPL) MRPL with a capacity of 3 MMTPA was commissioned in March, 1996. The capacity was enhanced to 9 MMTPA during 1999 - 2000. ONGC acquired the entire equity stake of IRIL in MRPL on 03.03.2003 and also infused Rs. 600 crores into MRPL as additional equity on 30.03.2003. The FIs/Lenders of MRPL conver ted Rs. 365 crores of debt into equity and Rs.160 crores of debt into ZCBs. Consequent to the above, HPCLs equity stands at 16.95% after which a fresh Shareholder Agreement dated 03.03.2003 has been signed by HPCL with ONGC to take care of the interests of HPCL. MRPL declared a maiden dividend of 10% for the financial year 2004-05. HPCL and MRPL have been exchanging intermediate process streams between their refineries to supplement efforts to meet new environmental norms in respect of products like MS and HSD on mutually agreed terms. Hindustan Colas Ltd. (HINCOL) The per formance of HINCOL, a Joint Venture Company formed with Colas SA of France for producing and marketing Bitumen Emulsions continues to be encouraging. In addition to Bitumen Emulsions, HINCOL has been successfully marketing a wide range of value added Bitumen products like Modified Bitumen, Cut Back Bitumen etc. meeting the requirements of road builders.
76
South Asia LPG Co. Pvt. Ltd. (SALPG) This 50:50 Joint Venture Company between HPCL and Total Gas and Power India (a wholly owned subsidiar y of Total of France) formed in 1999 is currently setting up Underground Cavern storage of 60,000 MT capacity and associated receiving and despatch facilities at Visakhapatnam. This project is the first of its kind in South Asia and would facilitate import of LPG in large vessels resulting in savings in freight costs. The project will meet the requirement of a large storage for imported LPG in order to meet the increasing demand in Andhra Pradesh and neighbouring states. Underground Cavern storages are the safest means of storing hydrocarbons and are being used by several developed countries. There are over 80 mined underground caverns in the world for LPG alone. The cost of the project is estimated to be Rs. 333 crores and it is being financed through Debt-Equity of 2.33:1. The project is expected to be completed by December, 2006. Petronet India Ltd. (PIL) Petronet India Ltd. (PIL) was formed in May, 1997 as a joint venture company with 50% equity by oil PSUs and balance 50% being taken by private companies/financial institutions. Special Purpose Vehicles (SPVs) were floated by PIL with oil companies for implementing individual pipe line projects, viz., Petronet MHB, Petronet CCK and Petronet VK which are operating companies. Since oil companies are now laying pipelines independently, PIL has initiated action to disinvest its equity holding in individual JVCs.
77
Mangalore to Bangalore, with a tap off point at Hassan, has been executed at a cost of Rs. 639 crores. The pipeline is meeting the transpor tation needs between Mangalore, Hassan and Bangalore. Due to lower thruput and pipeline tariff, the operational and financial viability of PMHBL have been af fected. The restructuring of PMHBL is under progress.
Prize Petroleum Co. Ltd. HPCL, in partnership with ICICI and HDFC, had formed this Joint Venture E&P Company viz., Prize Petroleum Co. Ltd. for participating in exploration and production of hydrocarbons. Prize Petroleum in consortium with M/s. GSPC Ltd., Jubilant Enpro and Geoglobal Resources Ltd. has been awarded the Block CB-ONN-2002/3 in the Cambay Area under NELP-IV bidding process. The Production Sharing Contract for the same has been signed with the Government of India on February 6, 2004. Prize Petroleum Co. Ltd. along with Aban Lloyd Chiles Offshore Ltd. has also been awarded ser vice contract for development of 3 marginal onshore fields of ONGC in Gujarat viz., Hirapur, Khambel and West Bechrarji. Prize is currently carrying out further operations and expects to produce oil by the second quarter of the current financial year. The Company has also farmed in 50% participating interest in the producing Sanganpur field from M/s. Hydrocarbon Resources Development Co. Pvt. Ltd. Prize would sign the necessary Product Sharing Contract shortly. The Company has also set-up the latest state-of-ar t geological data processing and interpretation system.
78
August 22, 2003. HPCL and GAIL will hold 22.5% each of the equity while 5% would be held by Government of Andhra Pradesh and 50% by Strategic/Financial Investors. BGL has set up one Auto LPG Outlet at Tirupati Another Outlet of Bhagyanagar Gas Limited alongside and two Auto LPG Outlets at Hyderabad which Tirupati Hills are operational. It proposes to commence CNG marketing in Vijaywada during 2005-06. The construction of CNG Mother station/dispensing stations was completed on July 15, 2005. INTERNAL CONTROL SYSTEMS : HPCL believes that a strong internal control is necessary for good Corporate Governance and freedom of management should be exercised within a framework of appropriate checks and balances. The Corporation remains committed to ensuring an ef fective internal control environment that provides assurance on the efficiency of operations and security of assets. It has adequate internal control system commensurate with its size and nature of business and has well laid down documented manuals, policies and guidelines covering various aspects of business, processes and operations. It has an independent Internal Audit Depar tment comprising of financial, technical and IT professionals having varied experience in their respective functional areas. The focus of Internal Audit is to review the adequacy of internal controls, compliance with Corporations policies and guidelines highlighting areas which would result in optimum utilisation of assets and financial resources, increase in profitability and operational excellence. The Internal Audit activity encompasses carrying out test check of all major locations, Refineries, controlling offices and major operating functions on annual basis.
79
A DFR is in preparation for setting up of LNG import/regassification terminal of 5 MMTPA at Mangalore/Mundra. An MOU is proposed with GAIL for setting up JVCs for distribution of city gas and CNG distribution facilities in Gujarat, Rajasthan and Madhya Pradesh. Negotiations are in progress with M/s. Niko Resources/GSPCL for sourcing Natural Gas at Mora.
Wind Power : HPCL has initiated steps to set up a Wind Power Generating Facility. Detailed feasibility report has been prepared for a 500 MW project. A pilot project of 25 MW is proposed to be set up either in Maharashtra or Karnataka during 2005-06. Exploration & Production :
l
An MOU has been signed between Sun Petroleum and HPCL JV Prize Petroleum for copar tnering in NELP-V. Sun Petroleum has also expressed its interest to acquire equity stake in Prize Petroleum. Prize Petroleum along with Aban Lloyd has won the bid for development of three marginal fields in Gujarat owned by ONGC. Prize Petroleum has also acquired a 50% stake in Sanganpur Oil fields in Gujarat.
l l
80
To identify global business opportunities, study of prospects in other countries is being carried out with the help of M/s. Ernst & Young in phases. Phase I reports have been received and are being reviewed. Equity participation in Paraxylene Plant proposed to be put up by Oman Oil Co. in the Sultanate of Oman is being explored.
EXPLORATION & PRODUCTION In its efforts to ensure security of supply and to improve the corporate profitability, HPCL has initiated steps to venture into Exploration & Production sector through acquisition of equity oil by securing interest in E&P projects in India or abroad. HPCL targets to acquire at least 1/3 of its crude oil requirements as equity oil and has initiated various steps in this regard. HPCL made an initial foray in E&P activities by setting up a Joint Venture called Prize Petroleum Company Limited, in association with financial institutions. This JV has been reviewing various farmingin oppor tunities in the oil and gas sector both in India and abroad. It also extends technical assistance to HPCL in its E&P initiatives. Its consortium was recently awarded service contracts to develop three marginal onshore fields of ONGC in Gujarat viz., Hirapur, Khambel and West Bechrarji. It has also secured a 50% participating interest in the producing Sanganpur oil fields in Gujarat and has undertaken further development in the fields. The ONGCHPCL consortium has secured two deepwater exploration blocks in the Kerala Konkan coast under NELP IV offering in 2003-04. Activities such as reprocessing the available seismic data, gathering of fresh 2D and 3D seismic data, geochemical sampling, geomagnetic surveys, analysis and interpretation of data to identify oil and gas prospects in these blocks etc., are currently in progress. Prize Petroleum also has won an onshore block in the Cambay Basin of Gujarat, under the NELP-IV offering, in consortium with GSPCL and others. HPCL is also exploring the feasibility of acquiring par ticipating interest in proven fields abroad, directly or jointly in association with other players. Various such oppor tunities are currently being reviewed. The Corporation has par ticipated in the bidding process of the ongoing NELP-V, in association with suitable par tners including Oil India Ltd., to secure interest in the exploration blocks currently on offer. HPCL would earmark required funds for expanding its E&P activities. The Corporation is also exploring the feasibility of associating with other major players in the E&P sector to further its efforts to enter the oil and gas segment. FINANCE The working capital requirements of the Corporation has gone up mainly on account of high crude and product prices and pressure on market margins during the year. Requirement of funds have been met mainly by short term borrowings.
81
82
MDP on Marketing for Retail Regional Managers and Sales Officers Retail Engineering for Retail Engineers Reach for the Skies for Aviation Officers
All India Annual Sports Meet held at Mumbai. Seen in the picture are Shri M.B.Lal, C&MD, Shri A. Balakrishnan, Director - HR and others
l l l l
Marketing Operations for Operations Stream Modern Safety Management for Officers in locations Step towards meeting future Refiner y Challenges for Refiner y Officers Foreign Trade for of ficers in Finance stream and SBUs
83
Risk Management and Derivatives for officers in Finance and Direct Sales Linux for officers in IT stream Networking Basic for officers in IT Stream
All the above programmes have been customised to meet the Corporations needs. Services of reputed institutions like IIM-Ahmedabad, NCCB, Indian School of Petroleum etc., have also been availed for conduct of such programmes. Officers have also been sent for various external and foreign training programmes like Advanced Management Program, Accelerated Management Programme etc. conducted by reputed institutions. A series of Change Management Programmes were conducted for the internal Union Leaders and approximately 150 Union Leaders have been exposed to the changing business environment, customer needs etc. This has helped in implementation of ERP and other Organisational Transformation process in a streamlined manner. Other Significant Initiatives : Balanced Scorecard : To enable translation of strategy into operational objectives and to align the activities in line with core vision of the Organisation, HPCL has embarked on the Balanced Scorecard initiative. As a part of this initiative, Corporate Scorecards have been designed and formulated. Fourteen Level-1 scorecards have been designed and design of Level-2 scorecards is underway. Competency Mapping : To strengthen the competencies of our employees to meet the challenges of continuous change, HPCL has initiated the process of Competency Mapping for aligning employee competencies to the business strategies and build framework for both Behavioural and Technical competencies. During the year the Behavioural and Technical competency frameworks have been developed along with 100% position profiling. 207 officers have undergone competency assessments and their individual development plans are being implemented. Six Sigma : To bring about quality improvement in business process, Six Sigma approach is being institutionalised in the Corporation. As a part of this exercise, 14 projects have been identified and work on the projects are concurrently underway. Achieving Continuous Excellence : Thrust on upgrading skill of employees to deliver superior performance continued during the year through project ACE (Achieving Continuous Excellence) and Leadership development programmes. A total 93 ACE Workshops and 53 LO Workshops have so far been conducted on cumulative basis. Employees Relations Committee : A new Management Employees Relations Committee has been set up to provide the officers an easily accessible machinery for settlement of grievances. This new facility is expected to
84
RECRUITMENT OF LAST 5 YEARS : Year-wise Recruitment 2000-2001 2001-2002 2002-2003 2003-2004 2004-2005 Recruitment of Officers 27 38 27 63 80 Recruitment of Non-Management 66 41 11 1 6 Total Recruitment 93 79 38 64 86
85
86
Inauguration of the Petrotech stall 2005 by Shri Eduardo Lopez Robayo, Hon'ble Minister of Energy & Mines, Equador. Seen in the picture are Hon'ble Minister of Petroleum & Natural Gas and Panchayati Raj, Shri Mani Shankar Aiyar & Shri M.B.Lal, C&MD
of allied retail business, penetration of rural market, focus on all aimed towards this purpose. WAY FORWARD :
In order to mitigate the impact of negative margins on the main product lines, the Corporation has been taking many initiatives oriented towards value additions and operational improvements in its core lines of refining and marketing. Improving unit service factors, improving the yield of value added products through process improvements in the Refineries and stabilising the impact of price fluctuations through oil price risk management have been the main focus areas during the year. In addition, we are also trying to enhance the supply side infrastructure through projects such as Mundra-Delhi Pipelines and Loni-Solapur Pipelines. Further setting up of SBM for receipt of crude through VLCC at a suitable location is also being explored. Cost control and cost reduction measures are continuous areas of our focused attention.
87
88
Shri P. Shankar, Central Vigilance Commissioner addressing at the Interactive session with the Functional Directors & Senior Officers of the Corporation. Also, seen in the picture is Shri M.B.Lal, C&MD
Functional Directors & Senior Officers of the Corporation at the Interactive session with Shri P. Shankar, Central Vigilance Commissioner
89
Aim for sustained Growth and Productivity to reward consistently our shareholders and stakeholders. Ensure highest standards of Safety in all our operations. Function in harmony with Environment and the Society. Produce Quality products and services to meet the stated and latent needs of customers. Set up infrastructure with state of the art facilities, endeavour for global standards in operations. Ensure highest standards of maintenance to ensure reliability of plants/units and enhance MTBF (Mean Time Between Failures). Be a learning organization with constant measures to upgrade skills and competencies to respond to the ever changing market scenario. Be known for highest standards of Ethics and Transparency in operations. Earn the trust of all sections with whom the Company operates for an enduring relationship aimed at mutual benefit. Creating an environment of Trust, Pride and Camraderie within the organisation.
l l
Setting goals, Raising the bar, Looking beyond the obvious, Courting the impossible, Dreams that chart The course of our future, Thats the HP way
90
(Contd.)
On the primary education front, HPCL has provided uniforms to more than 60000 students, distributed note books, school furniture, constructed/renovated 34 school buildings, 4 hostel buildings and around 90 numbers of class rooms in various parts of the country and also provided 7 school buses in Arunachal Pradesh and Mizoram. Scholarships have been awarded to about 4000 students of various colleges for graduation and post-graduation studies.
On the health care front besides organizing medical, eye and gyanec camps, HPCL has provided 21 ambulances/mobile vans to various service societies and associations. HPCL has also been facilitating running of a burns/trauma care hospital at Chembur called Sushrut Hospital. Being located in a highly industrialized zone of Mumbai (Chembur) with many industries handling volatile and hazardous products, this hospital has been set up specially to take care of any emergencies arising out of industrial accidents. HPCL has contributed around Rs.20 crores towards the corpus fund of this hospital.
Bore-wells with hand pumps have been installed in about 265 locations in many parts of the country to mitigate the problems on the drinking water front. To support the income generation avenues for the needy rural population, apart from organizing vocational training in tailoring, driving, stenography, agro based training etc. HPCL has also provided supplementing tools to earn a decent livelihood. HPCL was one of the first to adopt eco-friendly technologies such as changeover from Phenol to NMP solvent in three lube extraction units and changeover from Oleum to NMP in the Hexane Treating Plant. These initiatives have been widely appreciated and have won for HPCL some national and international awards/citations.
91
(Contd.)
Being in an industry handling highly inflammable products, refining, distribution and marketing, it is essential that environmental norms are fully complied. The Corporation has set up an independent Department to handle Safety, Health and Environment (SHE) related activities. Continuous efforts are made for improving the SHE awareness among employees and contractors through training and field observations and clearly defining the safety responsibilities/accountabilities. All the efforts are towards HPCL being recognised as a SHE focused organization. A sum of Rs.149 crores have been spent on SHE related matters and Rs.10 crores have been earmarked for the current year. On the environmental front, HPCL is meeting all the gaseous emission norms at Mumbai refinery, on the liquid effluents we have taken necessary steps for Effluent Treatment Plant (ETP) integration for meeting the MINAS (Minimum National Standards) norms. Similarly in our Visakh refinery the ongoing Flue Gas Degenerate (FGD) projects when completed will bring all the SO2 emissions within norms as also MINAS to ETP modifications. To develop a sustainable and environmentally sound strategy for long term management of hazardous solid wastes, HPCL has entered into a tripartite agreement with national and international companies for preparing an Integrated Hazardous Solid Waste Management Plan. For handling the crude oil sludge, a two pronged strategy has been planned One to develop a methodology for treating the sludge in-situ so that untreated sludge inventory does not build up. The other parallel strategy is to employ a suitable technology that can process the already accumulated sludge in a central facility. Thus over a period of time, HPCL should be able to find a permanent and viable solution to the sludge problem. We have also undertaken ground water analysis for an assessment of water sampling and steps for covering all possible sources of contamination. Projects for potential rain water harvesting are under development. Our environment training modules are developed on core aspects such as statutory requirements, emissions measurement and control, solid waste management and environmental audits. Investments of over Rs.4600 crores have been made/being committed in various Projects that reduce the sulphur emissions from the refineries as well as in projects for producing transportation fuels for meeting the environmental norms and other emission standards. In the marketing operations the focus is towards total customer and vehicle care by providing quality product and value added services. Towards this objective, the Corporation has rolled out a number of initiatives like quality control mobile laboratories, external audits through independent agencies and e-fuel stations by way of retail automation.
Earlier people in the rural areas had to cover long distances to source their fuel requirements. HPCL has pioneered the novel concept of Mobile retail outlets, to supply the products nearest to the point of consumption thereby saving time, energy and cost of rural customers. HPCL introduced the first of its kind in the industry in Maharashtra.
92
(Contd.)
Visakh Refinery
Shri M.B. Lal, C&MD addressing the delegates at the National Seminar on Governance
HPCL has also put up Kisan Vikas Kendras, which cater not only to fuel requirements but also on fertilizers, pesticides, quality seeds etc. required for the agriculturists. We touch more than 20 million households by providing cooking gas and our LPG Business Line saw a role for us in CSR front. The introduction of Suraksha tube, to connect the LPG cylinder with the stove, safety awareness programmes, insurance coverage in the event of any accidents are all oriented towards safety and welfare of customers. LPG as a cooking fuel is yet to reach many portions of rural India. Most of the rural population in India meet their cooking fuel needs by other sources such as coal, firewood etc. Substantial time is spent on collecting these basic fuel needs. Moreover, due to the smoke and other forms of emissions in the conventional cooking, serious health hazards are also posed. So HPCL thought of providing cooking facilities at an affordable cost and thus emerged the Rasoi Ghar concept (community kitchen initiative). We provide cooking facilities such as stoves, utensils as also the LPG connections in a common place provided by Village Panchayat and operated through self help groups, for a nominal sum. This facility has been found extremely convenient by the rural women and we are extending the same to other places and also to hospitals and Schools' midday meal schemes. This unique initiative of ours has won laurels and has made a deep impact in the rural segment wherever it has been introduced.
Our CSR activities are also reaching the remote areas of the country and regions like Jammu and Kashmir which have extreme climatic conditions. Our uninterrupted supply of cooking gas in J&K, where HPCL market share is about 70% during the recent heavy snowfall has been well appreciated.
HPCL will always strive to be a role model on the CSR front and would look CSR initiatives not from the point of view of statutory compliance but rather as a process to meet the obligations to the Society.
93
(Contd.)
94
(Contd.)
SAFETY, HEALTH & ENVIRONMENT CARE (Contd.) The Refineries have also taken initiative for treating the tank sludge in an environmental friendly manner without removal of the sludge from tank and with reduced tank down time. In this direction, in-situ cleaning by M/s. Balmer Lawrie & Co. Ltd. using BLABO technology has been started in Crude Tank for recovering maximum oil from the sludge. Over 75% of the petroleum products from the refineries are being evacuated through pipelines. Dependence on road transport for evacuation of products has been reduced drastically, resulting in considerable reduction in auto emissions to atmosphere. Extensive green coverage has been provided in and around the refineries and housing colonies, Housing colony at Mumbai has received the awards from The Friends of Trees association for Greenery. The Environment Management System of the Refineries, the Silvasa Lube Plant, Ajmer LPG Plant, Kota LPG Plant, Loni LPG Plant and Manglore LPG Import Facilities, have been audited and awarded accreditation under ISO 14001. Other three LPG plants at Gumdipundi, Madurai and Palghat have been audited for ISO 14001 and auditors have recommended for accreditation. The Corporation has won several awards on Safety that have been listed under the segment Awards/ Recognition.
95
(Contd.)
96
(Contd.)
ENTERPRISE RESOURCES PLANNING (ERP) (Contd.) Regional Managers, Finance functionaries, location in-charges, clerical staff, etc. To foster a culture of maximising user contribution to the implementation, a competition was established among the pilot locations for the best implementation. Similar competitions during the roll out phase are continuing. A state-of-the-art data centre in the Head Office at Mumbai hosts powerful IBM enterprise servers, which manage the entire data and applications in a centralised architecture. The connectivity to the locations has been established by using various available communication channels such as leased lines, VSATs, ISDN, VPN, radio links and dial-ups. A separate Disaster Recovery Centre (DRC) is being set up in Hyderabad for providing a back-up in the event of any physical contingency at the primary site. This DRC would mirror the main server and would be in a position to take over in case of any disaster at the primary site as well as to enable any maintenance shutdown to the server. New initiatives in Parivartan Various new initiatives have been implemented which build on the information available on a real-time basis from the ERP system and sustained efforts continue to bring in more of these to reality. In keeping with the Corporations focus on enhancing Customer satisfaction, a dedicated portal has been designed to display the information related to despatch details and statement of accounts of a customer. This portal also gives details of sales for the last 3 years. A customer logs in through internet using a secure user -id and password. The portal has been launched for Retail, LPG and Aviation business and would be made available shortly for the Corporations major industrial customers as well. HPCLs dealers and distributors are getting the information by SMS and e-mail on the loads sent to them, once ERP system has been implemented at the despatch location. This information is sent to them immediately on printing the invoice and is a big help in enabling them to keep track of their indents. MIS report delivery by e-mail to senior management, field officers, document archival system for critical documents like invoices, purchase orders, cheques, etc., electronic data transmission to a foreign airline on sales are some of the other initiatives that have already been implemented. New areas where the on-line availability of information can be harnessed to provide improved customer service, as also provide visibility to other stakeholders are being explored on an on- going basis. The project will be fully rolled out by March 2006 .
97
(Contd.)
98
(Contd.)
PROJECT ORGANISATIONAL TRANSFORMATION (Contd.) their own thinking. The value of conversing meaningfully to understand the import of significant issues by leveraging collective thinking was explored with the help of dialogue process. The participants in the leadership workshop understood the advantage of collective thinking replacing individual myopias. Leadership thus could become community phenomena instead of individual aggressiveness. Shared understanding and decision making is also resulting in people finding meaning in their work and collective achievement resulting in fulfilling individual aspirations also. Leadership is the ability to see the big picture and think systemically and holistically. The connectivity between happy and motivated workforce and delighted customers and higher profitability is often understood but not frequently paid attention to. In HPCL, we have done just that by capacity building in leadership workshops. In fact the effort does not end with the workshops. Enabling structures are being put up to see that what is learnt at the workshops is implemented at the workplace. A team of six internal coaches headed by Director HR attended the 7th Annual Meet of Society for Organizational Learning at Boston. The interactions with leading practitioners from world over, academicians from institutes like MIT Boston, etc. and leading consultants from all over the globe immensely benefited the development of coaches. Many of the ideas of connectivity, interdependencies and the primacy of team working were successfully implemented by the coaches in the workshops. The path is difficult, but the future is certain, since we have decided the future we want to create for ourselves. The more the challenges, the higher is the sense of achievement, that the people in HPCL will have. There are boundless opportunities and endless possibilities with the Organizational Transformation.
Participants at the Leadership Self Development Programme held at Nigdi with C&MD and Functional Directors
99
(Contd.)
The Sub-Committee of the Parliament Committee on Official Language inspected various places. The SubCommittee appreciated the work done in Hindi by the Corporation. East Zone received an award from Official Language Implementation Department while South Zone also received an award from TOLIC for Official Language Implementation. The Corporation continues to head TOLIC in Mumbai for Public Enterprises/Organisations. Half yearly meetings were organised as per schedule. The progress of member Organisations is reviewed as also members share views on effective implementation for each others benefit during these meetings. Besides, CHAUPALS were conducted under the banner of TOLIC at the offices of various member Organisations. Various competitions were organised by the member Organisation under the banner of TOLIC.
100
(Contd.)
RASOI GHAR
l
HP GAS pioneered the launch of the Rasoi Ghar concept for providing lower strata of the society with cheap and alternate fuel for cooking at affordable price. It provides the villagers with a ready to cook facility that eliminates the cost of one time deposit as well as the recurring refill cost as they are required to pay basis the usage time only. The innovative concept of Rasoi Ghar, or community kitchen has been appreciated by all sections of society including voluntary organizations and women groups. Today there are more than 1350 Rasoi Ghars operating in 22 states and benefiting more than 15,000 people. These Rasoi Ghars also help in meeting the aspirations of rural population who could not af ford to have an LPG connection on their own.
A Rasoi Ghar
The Rasoi Ghar concept has now been expanded to public utility areas such as hospitals etc. Some of the important locations covered are AIIMS, Delhi, King George Hospital, Visakh, Tata Memorial Hospital, Mumbai and Lal Ded, Srinagar to ensure cooking of hygienic food at affordable prices for the relatives of patients who normally accompany the patient. Restricting felling of trees and protecting environment thereon has been another key benefit from these Rasoi Ghars. In a pilot project undertaken in the Yavatmal district of Maharashtra, 100 Rasoi Ghars were set up in the forest area in co-ordination with the forest department. It resulted in savings of nearly 36,000 trees per Rasoi Ghar. Further, temporary Rasoi Ghars were also set up at all major rural melas such as Pushkar, Sonpur, Ujjain etc. to benefit pilgrims and floating population and at the same time to popularize the concept as well to increase awareness of the benefits of LPG. Appreciating this novel initiative, NDTV Profit Channel has done a special feature covering the complete concept and operations. Further the concept has also been widely covered by several dailies, periodicals and magazines. For this innovative concept, HPCL has been awarded the prestigious Golden Peacock Award for eco innovation and has also been awarded the National Excellence Award for Innovative Techniques for improving access of a modern fuel to Rural Women. HPCL would endeavour to promote the scheme further for the benefit of wider spectrum of the society and in particular the weaker section of the society.
The Scheme has made a deep impact on the quality of living of rural people who otherwise dependent on charcoal, firewood etc., for heating with associated health and environmental hazards.
101
(Contd.)
Being set up by JV between HPCL and M/s. TOTAL of FRANCE (50 : 50), called South Asia LPG Pvt. Ltd. Underground LPG Cavern facility at Visakh 60,000 MTs. First in South Asia. LPG imports in large size 40,000 MT tankers resulting in freight savings. Project cost : Rs. 333 crores. Completion : August 2006. Storage facility is located at a depth of 160 mtrs. below the earths surface and is fully isolated. Technologically proven methodology. By far the safest and environment friendly means of storing LPG. Principle of containment ensures no leakage or contamination. Safety hazards on account of sabotage, storms, earthquakes and explosions are minimised. External fires will not affect storage. Surface land requirement is low in view of reduced safety distances. Caverns by their very nature require very low maintenance and hence safety is in-built. Low capital cost per tonne of storage.
102
(Contd.)
AWARDS/RECOGNITIONS - 2004 - 05
1. Award from Government of India for Excellent Overall Performance and being one of the top Ten Public Sector which fall under Excellent Category. 2. Golden Peacock Innovation Award for 2004 from Institute of Directors for innovation in manufacturing of Viscosity Index Improver. Oil Industry Safety Award for Best Overall Safety Per formance amongst Refineries to Mumbai Refinery from Oil Industry Safety Directorate. First Performer in Lube Oil Blending Category to Mazgaon Haybunder Lube Plant from Oil Industry Safety Directorate. Award for Best Workplace Practices from Asian Forum on Corporate Social Responsibility, Philippines for Employees friendly Policy and Practices. 6. National Safety Awards for Mumbai Refinery from Directorate General - Factory Advice Service & Labour Institute (Mumbai), Ministry of Labour, Government of India for achieving the lowest average weighted accident frequency rate over a period of 3 consecutive years. 7. National Safety Awards to Mumbai Refinery from Directorate General - Factory Advice Service & Labour Institute (Mumbai), Ministry of Labour, Government of India for working the longest number of manhours without a fatal/non-fatal accident/total Permanent Disability. Excellence Award to Retail SBU Forecour t Retailer of the Year 2005 instituted by KSA Technopak ICICI Bank. Excellence Award 2005 to Retail SBU for outstanding contribution in Petro Retailing Business by DEW Journal.
Shri T.N.R. Rao, former Secretary, MOP&NG, presenting the award for outstanding contribution in Petro Retailing business to Shri S.P. Chaudhry, ED-Retail C&MD and ED-LPG receiving "Golden Peacock Award" from Dr. Ola Ullsten, former Prime Minister of Sweden Shri Pranab Mukherjee, Hon'ble Minister of Defence presenting the prestigious Good Corporate Citizen Award to Shri M.B.Lal, C&MD
Dr. Manmohan Singh Hon'ble Prime Minister of India presenting the Prestigious MOU Award for Excellent overall performance to Shri M.B.Lal, C&MD
3.
4.
5.
8.
9.
103
(Contd.)
AWARDS/RECOGNITIONS - 2004 - 05 (Contd.) 10. Award for Innovative Brand Strategies under DAKS Awards for Brand Excellence from Indian Brand Summit which recognises talent and encourages Mentorship, Role Models and Brand Leadership. 11. Recognition to LPG SBU - Rasoi Ghar - National Excellence for Innovative Technologies from Wisitex Foundation in association with Indian Merchants Chamber for selfless and untiring efforts and far reaching vision towards rural development and upliftment.
Justice M.N. Venkatchaliah, Former Chief Justice of India, presenting the "Golden Peacock Award" to Shri S.V. Sahni, ED-LPG
12. India Marketing Award 2004 to LPG SBU from Exchange 4 Media Group for Excellence in Marketing Services Category for their initiative in promising the customers the right weight of LPG cylinder, at their doorsteps. 13. Golden Peacock Award' to LPG SBU for Innovative Product/Services for its Ji Haan initiatives. 14. Indias Most Respected Company Award from Business World in reaching out to customers as compared to other Oil PSUs. 15. Mid-Day HR Excellence Award from Mid-Day Big Break & DAKs for Innovative HR Practices and Best Reinvention of HR functions. 16. Excellent Energy Conservation Implementation Gold Award from International Greenland Society for Energy Conservation. 17. Environment Excellence Gold Award for 2003-04 from Greentech Society for Commitment to Environment, Health & Safety. 18. Safety Gold Award from Greentech Society for Commitment to Environment, Health & Safety. 19. Gold Award for Environment Excellence in Petroleum Refinery Sector - 2003-04 from Greentech Foundation for Commitment to Environment, Health & Safety. 20. Good Corporate Citizen Award from PHD Chamber of Commerce and Industry for Corporate social responsibility, Productivity enhancement and upgradation of conservation facilities. 21. Best Employers Award from Hewitt Associates for progressive people practices and initiatives. 22. Best Layout Award for HPCL house journal HP News from Maya Ram Surian Foundation. 23. Golden Peacock Innovation Award for 2004 from Institute of Directors for highest achievement in the fields of quality innovation management and innovative products/services. 24. Best Customer focus Award from Petrotech 2005 for Best Customer focus at Petrotech Stall. 25. National Safety Council Safety Award (NSCI) from National Safety Council to Mumbai Refinery for Occupational Safety and Health Management and meritorious performance over sustained period of 3 preceding years.
104
105
Auditors' Report
TO THE MEMBERS OF HINDUSTAN PETROLEUM CORPORATION LIMITED 1. We have audited the attached Balance Sheet of Hindustan Petroleum Corporation Limited, as at March 31, 2005 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, (Order) issued by the Central Government of India in terms of sub-section 4A of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that : (a) We have obtained all information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of the audit; (b) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as it appears from our examination of these books and proper returns, adequate for the purposes of our audit, have been received from the branches; (c) The Branch Auditors report, made available to us, has been appropriately dealt with while preparing our report; (d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (e) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; (f) On the basis of the written representations received from directors of the Company and taken on record by the Board of Directors, we report that no director is disqualified as at March 31, 2005, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; (g) In our opinion, and to the best of our information and according to the explanations given to us, and read with note no. 8 to Schedule 20 B regarding treatment of Income tax benefits, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; (i) In the case of the Balance sheet, of the state of affairs of the Company as at March 31, 2005; (ii) In the case of the Profit and Loss account, of the profit of the Company for the year ended on that date; and (iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. For N.M. Raiji & Co. Chartered Accountants Vinay D. Balse Partner Membership No. 39434
2.
3.
4.
For G.P. Kapadia & Co. Chartered Accountants Nimesh Bhimani Partner Membership No. 30547 Place : New Delhi Date : May 26, 2005
106
4.
5. (a) To the best of our knowledge and according to the information and explanations given to us, there were no transactions that needed to be entered in the register in pursuance of Section 301 of the Companies Act, 1956. (b) As there have been no transactions that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956, during the year, no comments are required to be offered in respect of reasonability of prices at which such transactions have been entered into at the relevant time. 6. In our opinion, and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and Section 58AA of the Companies Act, 1956, and the rules framed thereunder with regard to deposits accepted from the public. We have been informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.
7.
107
9.(a)
(b)
108
109
35,025.21 6.75
35,031.96 1,55,752.49
The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year. According to information and explanations given to us and based on the checks carried out by us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The Company is not a chit fund/nidhi/mutual benefit fund/society. Therefore the provisions of sub-para (xiii) of para 4 of the Order are not applicable to the Company. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore the provisions of sub-para (xiv) of para 4 of the Order are not applicable to the Company. In our opinion and according to information and explanations given to us, the Company has not provided guarantees for loans taken by others from banks and financial institutions. In our opinion, the term loans taken during the year have been applied for the purpose for which they were raised.
11.
12.
13.
14.
15.
16.
110
18.
19.
20. 21.
For G.P. Kapadia & Co. Chartered Accountants Nimesh Bhimani Partner Membership No. 30547 Place : New Delhi Date : May 26, 2005
For N.M. Raiji & Co. Chartered Accountants Vinay D. Balse Partner Membership No. 39434
111
2004-05
2003-04
1 2
3 4
11,387.43 4,809.32 6,578.11 496.14 7,074.25 2,048.42 5,402.53 1,000.29 199.21 0.32 2,827.82 9,430.17 6,448.14 1,207.01 7,655.15 1,775.02 10,897.69
2,513.63 12,000.95
M.B. LAL Chairman & Managing Director C. RAMULU Director-Finance N.R. NARAYANAN Company Secretary Place : New Delhi Date : May 26, 2005
FOR G.P. KAPADIA & CO. Chartered Accountants NIMESH BHIMANI Partner
FOR N.M. RAIJI & CO. Chartered Accountants VINAY D. BALSE Partner
112
Profit and Loss Account for the year ended 31st March, 2005
Rs./Crores
SCHEDULE INCOME Sale of Products
(Net of Discount : Rs. 462.60 crores, 2003-04 : Rs.315.94 crores)
2004-05 64,689.51 5,424.96 59,264.55 (7.86) 536.68 329.53 60,122.90 34.87 33,677.05 20,576.22 90.38 91.42 1,384.00 713.62 1,244.46 658.38 81.64 58,517.17
2003-04 56,332.57 5,993.47 50,339.10 160.30 1,018.26 379.39 51,897.05 357.50 30,304.41 15,017.04 79.15 317.61 1,228.97 570.79 1,171.36 605.35 55.65 49,350.33 2,904.22 (76.21) 2,980.43 1,022.45 54.04 1,903.94 4,422.10 6,326.04 190.39 25.00 203.88 542.93 95.65 5,268.19 56.18
Less : Excise Duty Paid Net Sales Net Recovery from/(Payment to) Industry Pool Accounts Recovery under Subsidy Schemes Other Income 14 INCREASE/(DECREASE) IN INVENTORY EXPENDITURE AND CHARGES Purchase of Products for resale Raw materials consumed Packages consumed Duties applicable to products Transhipping Expenses Payments to and provisions for Employees Other Operating Expenses Depreciation/Amortisation Interest 15
16 17 18
PROFIT FOR THE YEAR BEFORE PRIOR PERIOD ADJUSTMENTS AND TAXES PRIOR PERIOD ADJUSTMENTS DEBITS/(CREDITS) (NET) 19 PROFIT BEFORE TAXES PROVISION FOR CURRENT TAXATION PROVISION FOR DEFERRED TAXATION (NET) PROVISION FOR TAXATION OF EARLIER YEARS WRITTEN BACK PROFIT AFTER TAXES BALANCE BROUGHT FORWARD Transfer from Debenture Redemption Reserve PROFIT AVAILABLE FOR APPROPRIATION APPROPRIATED FOR : General Reserve Transfer to Debenture Redemption Reserve Interim Dividend Proposed Final Dividend Tax on Distributed Profits BALANCE CARRIED FORWARD EARNINGS PER SHARE (in Rs.) - Basic and Diluted
1,640.60 1,640.60 589.71 (79.33) (147.11) 1,277.33 5,268.19 100.00 6,645.52 127.73 169.67 339.33 71.15 5,937.64 37.69
(2004-05 : EPS = Net Profit - Rs.1,277.33 crores/Weighted avg. no. of shares - 33.893 crores; 2003-04 : EPS = Net Profit - Rs.1,903.94 crores/Weighted avg. no. of shares - 33.887 crores)
20
M.B. LAL Chairman & Managing Director C. RAMULU Director-Finance N.R. NARAYANAN Company Secretary Place : New Delhi Date : May 26, 2005
FOR G.P. KAPADIA & CO. Chartered Accountants NIMESH BHIMANI Partner
FOR N.M. RAIJI & CO. Chartered Accountants VINAY D. BALSE Partner
113
(1) 77,50,000 fully paid up equity shares of Rs. 10/- each were allotted to the shareholders of Lube India Limited on the amalgamation of that company for consideration other than cash. (2) 52,00,000 fully paid up equity shares of Rs. 10/- each were allotted to the President of India, for consideration other than cash, on the amalgamation of Caltex Oil Refining India Limited (CORIL) with the Company. (3) 26,44,30,000 shares of Rs. 10/- each were allotted as fully paid bonus shares by capitalisation of Capital Reserve, Capital Redemption Reserve and accumulated profits.
2.
RESERVES AND SURPLUS Share Premium Account As per last Balance Sheet Less : Calls Unpaid Debenture Redemption Reserve As per last Balance Sheet Add : Transfer from Profit and Loss Account Less : Transfer to Profit and Loss Account General Reserve As per last Balance Sheet Add : Transfer from Profit and Loss Account Profit and Loss Account Surplus per Account annexed
1,164.12 13.27 1,150.85 100.00 100.00 100.00 885.70 127.73 1,013.43 5,937.64 8,101.92
1,164.12 14.10 1,150.02 75.00 25.00 100.00 100.00 695.31 190.39 885.70 5,268.19 7,403.91
3.
SECURED LOANS i. 8.50 % Secured Non-Convertible Debentures redeemable at par on February 4, 2007 with an option for early redemption of debentures, at par, on February 4, 2005 (Secured against certain immovable properties of the Company.) ii. Overdrafts from Banks (secured by hypothecation of Stock-in-Trade)
319.91 319.91
114
200.00
1,158.07
Rs./Crores Net Net Block Block as at as at 31/03/2005 31/03/2004
A. 1. 2. 3. 4. 5. 6. 7. 8. 9.
OTHER THAN INTANGIBLE ASSETS Land - Freehold Roads and Culverts Buildings Leasehold Property - Land Railway Siding and Rolling Stock Plant and Equipment Furniture, Fixtures and Office/Lab. Equipment Transport Equipment Unallocated Capital Expenditure on Land Development (D) (C) 176.15 461.05 923.58 83.61 269.65 9,134.71 241.37 64.46 0.20 11,354.78 9.88 91.17 145.09 4.45 1.93 716.46 45.18 14.53 1,028.69 0.34 0.20 19.12 8.22 1.64 29.52 185.69 552.22 1,068.47 88.06 271.58 9,832.05 278.33 77.35 0.20 12,353.95 8.10 20.05 2.63 13.32 579.75 24.22 5.12 653.19 47.83 134.23 17.19 101.61 4,947.42 137.09 41.69 0.20 5,427.26 185.69 504.39 934.24 70.87 169.97 4,884.63 141.24 35.66 6,926.69 176.15 421.31 809.29 69.05 181.37 4,754.06 123.72 26.53 6,561.48
A.
B. C. D.
Includes Rs. 2.60 crores (2003-2004 : Rs. 2.60 crores) of assets of erstwhile Kosan Gas Company arising out of vesting of that company with the Corporation. This amount includes Rs. 0.14 crores (2003-2004 : Rs. 0.14 crores) not handed over to the Corporation consisting of Freehold Land Rs. 0.01 crores (2003-2004 : Rs. 0.01 crores) Building Rs. 0.06 crores (2003-2004 : Rs. 0.06 crores) Plant & Equipment Rs. 0.07 crores (2003-2004 : Rs. 0.07 crores). Consequently, cumulative depreciation on the Fixed Assets amounting to Rs. 0.12 crores (2003-2004 : Rs. 0.12 crores) has not been provided for. Includes Rs. 62.05 crores (2003-2004 : Rs. 52.78 crores) being the Corporations share of cost of land and other assets jointly owned with other Oil Companies. Title Deeds to some of the lands acquired are still to be obtained. Includes Rs. 0.01 lakhs (2003-2004 : Rs. 0.01 lakhs) being share application money in Co-operative Housing Societies.
115
471.68 931.00
471.68 1,231.00
295.71
292.29
0.02 1,756.76
0.02 2,048.34
116
0.02 0.01
0.02 0.01
Cost
2004-05 2003-04 Aggregate of quoted Investments 1,402.71 1,702.70 2,354.23 2,957.50 Aggregate of unquoted Investments 354.13 345.72 1,756.84 2,048.42
* ** Includes Rs. 0.14 lakhs (2003-04 : Rs. 0.14 lakhs) not in the possession of the Company Members in Petroleum India International (AOP) where Hindustan Petroleum Corporation Ltd., Bharat Petroleum Corporation Ltd., Bongaigaon Refineries & Petrochemicals Ltd., Kochi Refineries Ltd., Engineers India Ltd., IBP Co. Ltd., Indian Petrochemicals Corporation Ltd., Chennai Petroleum Corporation Ltd. have a share of 12.50 % each
117
2003-04
9.
SUNDRY DEBTORS (Unsecured) Over six months : Considered good Considered doubtful Others : Considered good Less : Provision for Doubtful Debts 303.39 31.56 745.22 1,080.17 31.56 1,048.61 38.26 28.65 962.03 1,028.94 28.65 1,000.29
10. CASH AND BANK BALANCES Cash on hand Cheques Awaiting Deposit With Scheduled Banks : On Current Accounts On Non-operative Current Accounts* On Fixed Deposit Accounts ** With Others : In Current Account with Municipal Co-operative Bank Ltd. (maximum balance during the year Rs. 0.13 crores, 2003-04 : Rs. 0.09 crores) 1.21 0.59 196.74 0.01 3.02 1.11 0.25 194.85 0.01 2.94
0.06 201.63
0.05 199.21
* **
Represents amount deposited as per Court Order pending final disposal. Includes lodged as security deposit with Mumbai Port Trust - Rs. 0.54 crores (2003-04 : Rs.0.54 crores), with IAAI - Rs. 0.24 crores (2003-04 : Rs.0.24 crores) and with Sales Tax (Silvassa) - Rs.0.20 lakhs (2003-04 : Rs.0.20 lakhs)
118
365.48 102.77 9.77 338.64 106.42 7.40 832.86 44.98 8.00 753.18 4.17 2,573.67 4.17 2,569.50
362.71 95.29 15.71 160.13 79.73 10.06 933.45 51.28 3.00 1,116.46 7.30 2,835.12 7.30 2,827.82
Includes Rs. 0.33 crore, (2003-04 : Rs.0.12 crore) due from Directors; maximum balance - Rs. 0.35 crore, (2003-04 : Rs.0.13 crore) and Rs. 0.02 crore (2003-04 : Rs. 0.02 crore) due from an Officer; maximum balance - Rs. 0.01 crore, (2003-04 : Rs. 0.02 crore). ** Includes Rs. Nil (2003-04 : Rs. Nil) due from Directors; maximum balance Rs. Nil, (2003-04 : Rs. Nil) and Rs. Nil (2003-04 : Rs. Nil) due from an Officer; maximum balance Rs. Nil, (2003-04 Rs.Nil). *** Includes Rs. 10.28 crores (2003-04 : Rs.10.11 crores) being amount due towards Companys share of profit in Petroleum India International.
13. CURRENT LIABILITIES AND PROVISIONS A. Current Liabilities Sundry Creditors i) Total outstanding dues of small scale industrial undertakings * ii) Total outstanding dues of creditors other than small scale industrial undertakings Deposits from Dealers/Consumers for LPG Cylinders Other Deposits Accrued Charges/Credits Preference share capital redeemed remaining unclaimed/uncashed Unclaimed Dividend** Unpaid matured fixed deposits Other Liabilities
2.78 1,188.41 2,373.41 60.18 101.32 0.01 10.05 0.06 2,711.92 6,448.14
119
120
2003-04
86.02 17.48 18.53 3.78 25.49 151.30 1.47 27.80 129.90 68.92 228.09 379.39
15. INCREASE/(DECREASE) IN INVENTORY Closing Stock : Stock in Process Finished Products Less : Opening Stock : Stock in Process Finished Products 275.07 4,107.17 4,382.24 197.68 4,149.69 4,347.37 34.87 16. PAYMENTS TO AND PROVISIONS FOR EMPLOYEES Salaries, Wages, Bonus etc. * Contribution to Provident Fund Pension, Gratuity etc. Voluntary Retirement Compensation Employee Welfare Expenses ** Less : Recoveries 453.45 35.19 23.16 41.98 164.17 4.33 159.84 713.62
* ** Includes Rs. 16.79 crores (2003-04 : Rs. 12.59 crores) towards leave encashment on the basis of actuarial valuation. Includes Rs. 1.75 crores (2003-04 : Rs. 3.18 crores) towards post retirement medical benefits on the basis of actuarial valuation.
121
122
b) c) d)
e) f) 5.
IMPAIRMENT OF ASSETS Assessment of impairment of fixed assets is carried out on each balance sheet date. Impairment loss is recognised when carrying amount of any CGU exceeds its recoverable amount.
6.
FOREIGN CURRENCY TRANSACTIONS a) b) Foreign Currency transactions during the year are recorded at the rates of exchange prevailing on the dates of transactions. All foreign currency assets and liabilities are restated at the rates ruling at the year end.
123
53rd Annual Report 2004-05 Statement of Significant Accounting Policies and Notes Forming Part of Accounts
c) All exchange differences are dealt with in the profit and loss account except those relating to acquisition on fixed assets which are adjusted in the cost of assets and those covered by forward contract rates where the gains/losses arising from such restatement are recognised over the period of such contracts.
7.
INVESTMENTS a) b) Long-term investments are valued at cost and provision for diminution in value thereof is made, wherever such diminution is other than temporary. Current investments are valued at lower of cost or fair market value.
8.
INVENTORIES a) b) c) d) e) Crude oil is valued at cost on First In First Out (FIFO) basis or at net realisable value, whichever is lower. Stock-in process is valued at raw material cost plus cost of conversion or at net realisable value, whichever is lower. Finished products are valued at cost (on FIFO basis) or at net realisable value, whichever is lower. Empty packages are valued at cost. Stores and spares are valued at weighted average cost.
Value of surplus, obsolete and slow moving stores and spares, if any, is reduced to net realisable value. Surplus items, when transferred from completed projects are valued at cost/estimated value, pending periodic assessment/ascertainment of condition. 9. DUTIES ON BONDED STOCKS Excise/Customs duty is provided on stocks stored in Bonded Warehouses (excluding goods exempted from duty/exports or where liability to pay duty is transferred to consignee). 10. DEPOSITS Amounts deposited with Government/semi-Government agencies not exceeding Rs.1000/- each are directly charged as an expense in the year of payment. 11. PROVISIONS A provision is recognised as present obligation of past event based on estimate as on the balance sheet date and settled on virtual certainty. 12. EXPLORATION & PRODUCTION EXPENDITURE Successful Efforts Method of accounting is followed for Oil & Gas exploration and production activities as stated below : a) b) c) Cost of surveys, studies, carrying and retaining undeveloped properties are expensed out in the year of incurrence. Cost of acquisition, drilling and development are treated as capital work-in-progress when incurred and capitalised when the well is ready to commence commercial production. Accumulated costs on exploratory wells in progress are expensed out in the year in which they are determined to be dry.
The proportionate share in the assets, liabilities, income and expenditure of joint operations are accounted as per the participating interest in such joint operations.
124
17. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS Contingent Liabilities and Capital Commitments are considered only for items exceeding Rs.1 lakh in each case. Contingent Liabilities in respect of show cause notices are considered only when converted into demands. 18. ACCOUNTING/CLASSIFICATION OF EXPENDITURE AND INCOME a) Net Recovery from/Payment to Pool Account : Claim on Industry Pool Account/Government are accounted on acceptance in principle on the basis of available instructions/clarifications subject to final adjustment after audit as stipulated. b) c) d) e) Insurance claims are accounted on acceptance basis. All other claims/entitlements are accounted on the merits of each case/realisation. Raw materials consumed are net of discount towards sharing of under recoveries. Prior Period items : Income and expenditure over Rs.1 lakh in each case pertaining to prior period items arising in the current period are considered as prior period items. 20B. NOTES FORMING PART OF ACCOUNTS 1. The assets and liabilities relating to LPG business of M/s. Kosan Gas Company were vested in the Corporation by an Act of Parliament which was challenged by the erstwhile owners in the Delhi High Court. A compromise agreement for out of court settlement, negotiated with erstwhile owners and approved by the Government of India, has been filed in the Delhi High Court. Pursuant to the deeds of assignment signed between the President of India and the Company in its capacity as the custodian of Parel Investment and Trading Company Limited (PITCL) and Domestic Gas Limited (DGL), the assets and liabilities relating to LPG businesses of PITCL and DGL were acquired by the Company resulting in a Goodwill of Rs. 1.22 crores being excess of liabilities over assets, which has been charged to Profit & Loss Account. In compliance with Accounting Standard 17 on Segment Reporting issued by The Institute of Chartered Accountants of India, the required information is given in note 10S of Notes to Accounts.
2.
3.
125
53rd Annual Report 2004-05 Statement of Significant Accounting Policies and Notes Forming Part of Accounts
4. (a) Inter-Oil Company transactions are reconciled on continuous basis. However, year end balances are subject to confirmation/reconciliation. (b) Customers Accounts are reconciled on an ongoing basis and are not likely to have a material impact on the outstanding or classification of the accounts. 5. In respect of sale of subsidised LPG (Domestic) and SKO (PDS), as advised by the Ministry of Petroleum & Natural Gas, a part of the under-recovery suffered by the Oil Marketing Companies during the year was compensated by ONGC and GAIL, by offering discount on price of crude, SKO and LPG purchased from them. Accordingly, the Company has accounted the discount received as follows: (a) Rs. 490.66 crores (2003-04: Rs. 277.35 crores) discount received on crude oil purchased from ONGC has been adjusted against Raw Material Cost and (b) Rs. 787.68 crores (2003-04: Rs. 417.22 crores) discount received on SKO (PDS) and LPG (Domestic) purchased from ONGC and GAIL has been adjusted against Purchase of Product for Resale. 6. Deferred Tax Assets/(Liabilities) arising due to timing differences comprise of : Rs./Crores 2004-05 Deferred Tax Asset Provision for Pension Provision for Medical Benefits Provision for Leave Encashment Others Total (A) Deferred Tax Liability Depreciation Others Total (B) Deferred Tax Liability [(A) + (B)] 7. Related Party disclosure : Subsidiary Company 2004-05 Sales Purchases Investment Advance towards Equity Share application pending allotment Interest Services Others Closing balances 14.00 2.12 2.07 0.18 (6.76) 2003-04 19.89 1.30 2.80 5.78 (2.95) Joint Venture Companies 2004-05 91.53 5,039.64 5.00 0.34 2.83 4.44 (240.12) 2003-04 43.53 5,646.87 13.51 9.98 0.80 4.82 2.30 (300.35) Total 2004-05 91.53 5,053.64 2.12 5.00 0.34 4.90 4.62 (246.88) 2003-04 43.53 5,646.87 33.40 11.28 0.80 7.62 8.08 (303.30) 12.47 2.72 18.65 36.05 69.89 (1,412.52) (32.10) (1,444.62) (1,374.73) 2003-04 13.98 2.27 13.71 15.92 45.88 (1,474.39) (25.57) (1,499.96) (1,454.08)
126
9.
632.05 910.58 39.73 68.38 10.55 83.72 111.32 69.48 166.82 150.99
551.19 706.60 32.81 33.10 10.55 83.72 114.78 49.90 166.82 157.23
C.
127
53rd Annual Report 2004-05 Statement of Significant Accounting Policies and Notes Forming Part of Accounts
Rs./Crores 2004-05 D. Payment to Auditors: Audit fees Tax audit fees Other Services Reimbursement of expenses Items included under Other Account Heads viz. Employee Welfare Expenses Salaries, Wages, Bonus etc. Contribution to Provident Funds Stores & Provision Electricity and Water (Net of recoveries) Repairs and Maintenance to Buildings Repairs and Maintenance to Plant & Machinery Repairs and Maintenance to Other Assets Pension/Gratuity/Medical expenses Rates and Taxes Rent (Net of Recoveries) Depreciation Medical Expenses Uniform/work clothes Insurance Security Others (Net) Managerial Remuneration : G. H (i) Salary and Allowances Contribution to Provident Fund and other funds Other benefits Raw materials Stores, Spares and Chemicals Capital Goods, Components and Spares 0.11 0.02 0.05 0.03 2003-04 0.10 0.01 0.07
E.
5.36 0.37 7.72 2.86 4.50 1.95 0.15 2.95 1.19 42.23 1.21 43.14 25.67 2.59 0.76 17.41 0.43 0.04 0.13 13,867.05 38.36 42.75
5.82 0.35 7.17 4.62 4.38 3.49 0.57 3.03 1.18 41.15 1.23 42.27 23.51 2.93 0.72 10.39 0.37 0.04 0.09 9,258.04 29.56 24.82
F.
Expenditure in foreign currency on account of : Engineering, Technical and other services, demurrage charges, royalties and other matters (ii) Foreign Currency payments for crude
I.
Earnings in foreign exchange : (On accrual basis) Export of goods calculated on FOB basis Includes Rs. 330.56 crores (2003-04 : Rs. 87.91 crores) received in Indian currency out of repatriable funds of foreign airlines customers
128
(ii) Spare Parts & Components Imported (in %) Imported (in Value) Indigenous (in %) Indigenous (in Value) K. Licensed capacity at year end in Metric Tonnes p.a. : (a) Petroleum fuel and lube products (b) Lubricating Oils (c) Textile Auxiliaries (d) Hydraulic Brake Fluid (e) Insecticides (f) Greases Installed capacity at year end in Metric Tonnes per annum as certified by the Management on which the Auditors have relied upon : (a) Petroleum fuel and lube products (b) Lubricating Oils, Greases and Textile Auxiliaries * (c) Hydraulic Brake Fluid and Insecticides
* Product manufacturing facilities are interchangeable
L.
M. Production in Metric Tonnes : (a) Petroleum fuel and lube products i. Bulk Petroleum Products ii. Lubricating Oil Base Stocks (including Transformer Oil Base Stocks) iii. Carbon Black Feed Stock iv. Axle Oil v. Rubber Processing Oil (b) Lubricating Oils (c) Textile Auxiliaries (d) Insecticides (e) Greases
129
53rd Annual Report 2004-05 Statement of Significant Accounting Policies and Notes Forming Part of Accounts
N. Information for each class of goods purchased, sold and stocks during the year : Rs./Crores
Opening Stock 2004-05 a. Bulk Petroleum Products Lubricating Oil Base Stocks (including Transformer oil Base stock) Carbon Black Feed Stock Axle Oil Lubricating Oils Textile Auxiliaries Insecticides Greases Automotive Accessories Total M.T. Value M.T. Value 2112103 3961.87 25870 51.50 2003-04 1837153 3623.70 29607 57.84 Purchases 2004-05 14697636 33677.05 2003-04 16921277 30583.90 2004-05 28082980 63703.18 38340 98.61 Sales 2003-04 29227690 55130.82 66254 142.87 Closing Stock 2004-05 1556197 3876.43 31033 61.95 2003-04 2112103 3961.87 25870 51.5
b.
c. d. e. f. g. h. i.
M.T. Value M.T. Value M.T. Value M.T. Value M.T. Value M.T. Value Value
2332 2.47 48 0.15 27664 123.56 46 0.17 725 2.34 1848 7.52 0.12 4149.69
2320 2.42 38 0.09 22373 86.97 37 0.14 426 1.07 1290 4.75 0.21 3777.20
33677.05
30583.90
31283 39.59 285 0.73 173194 824.66 119 0.58 379 2.87 3133 19.29 64689.51
28409 32.94 338 0.79 256572 1005.52 100 0.49 372 2.94 2560 16.20 56332.57
193 0.24 40 0.13 31308 155.88 33 0.14 584 2.99 1985 9.30 0.11 4107.17
2332 2.47 48 0.15 27664 123.56 46 0.17 725 2.34 1848 7.52 0.12 4149.69
No adjustments for transit/operational/temperature variations/consumption for own operation have been made in regard to quantitative information. Previous years figures are recast wherever necessary for comparison and adjustment.
2004-05 O. Raw Materials consumed: (a) Crude Oil Processed: Tonnes Value (b) Other Petroleum Products : Tonnes Value (c) Additives, Inhibitors and Chemicals: Value (d) Non-Petroleum Products: Value Expenditure incurred on Research and Development : Capital Revenue Interest on Project specific borrowings capitalised Exchange Differences : i) Adjusted in the carrying amount of Fixed Assets during the accounting period. ii) In respect of Forward Exchange Contracts to be recognised in Profit or Loss for one or more subsequent accounting periods
2003-04
P.
Q. R.
0.70 1.08
(0.17) 0.61
130
Total
59,997.23 51,744.28
51,744.28 51,744.28 2,959.52 2,959.52 55.65 76.21 152.77 2,980.43 1,076.49 1,903.94 16,504.42 2,048.42 18,552.84 7,797.88 3,012.15 10,810.03 941.32 606.58
59,997.23 51,744.28 (3.45) (3.45) 1,596.58 1,596.58 81.64 119.06 6.60 1,640.60 363.27 1,277.33 2,959.52 2,959.52
17,229.33
7,121.67
7,797.88
1,322.63 659.59
1,322.63 659.59
941.32 606.58
2.
3.
The Company is engaged in the following business segments: a) Downstream Petroleum i.e. Refining and Marketing of petroleum products. b) Exploration and Production of hydrocarbons. Segments have been identified taking into account the nature of activities and the nature of risks and returns. Segment Revenue comprises the following: a) Turnover (Net of Excise Duties) b) Subsidy from Government of India c) Net Claim/(surrender to) PPAC/GOI d) Other income (excluding interest income, dividend income and investment income) There are no geographical segments.
131
Cash Flow Statement for the year ended 31st March, 2005
Rs./Crores 2004-05 Cash Flow From Operating Activities Net Profit before Tax & Extraordinary items Adjustments for : Depreciation/Amortisation Loss on Sale/write off of Fixed Assets/CWIP Provision for assets under reconciliation Interest Expense Interest Income Income from Investment Increase/(Decrease) in Provision for Doubtful Debts/Receivables Dividend Received Exchange rate difference on loans Profit on sale of Investments Operating Profit before Working Capital Changes Increase/(Decrease) in Working Capital : Trade Receivables Other Receivables Other Current Assets Inventories Trade and Other Payables Amounts recoverable from Pool Account Cash generated from operations Direct Taxes paid (Net) Cash Flow before extraordinary items Extraordinary items Net Cash from operating activities (A) Cash Flow From Investing Activities Purchase of Fixed Assets (incl. Capital Work in Progress/excluding interest capitalised) Sale of Fixed Assets Purchase of Investment (Including share application money pending allotment/Adv. towards Equity) Sale Proceeds of Investments Interest Income Dividend Received Income from Investment Net Cash used in investing activities (B) 1,640.60 659.59 4.02 81.64 (78.62) (0.67) (0.22) (0.71) 10.14 (6.60) 2,309.17 (51.23) 160.64 (0.03) (279.69) (291.64) 1,847.23 100.59 1,947.82 (629.82) 1,318.00 1,318.00 2,980.43 606.58 2.93 39.26 55.65 (103.50) (1.47) 5.77 (6.11) 3,579.54 (137.85) (483.33) 0.09 (279.98) (633.01) 2,045.46 195.19 2,240.65 (617.70) 1,622.95 1,622.95 2003-04
132
Cash Flow Statement for the year ended 31st March, 2005
Rs./Crores 2004-05 Cash Flow From Financing Activities Proceeds from Calls in Arrear (Net) Loans Repaid Loans Raised Interest Paid on Loans Dividend paid (including dividend distribution tax) Net Cash used in financing activities (C) Net Increase/(Decrease) in Cash and Cash equivalents [(A) + (B) + (C)] Cash & Cash equivalents as on 1st April (Opening) : Cash/Cheques on Hand Balances with Scheduled Banks - On Current Accounts - Others Balances with other Banks Overdrafts from Banks Cash & Cash equivalents as on 31st March (Closing): Cash/Cheques on Hand Balances with Scheduled Banks - On Current Accounts - Others Balances with other Banks Overdrafts from Banks 0.86 (8,454.84) 8,750.38 (81.64) (804.92) (590.17) 2003-04 2.47 (4,408.17) 4,796.61 (55.65) (912.51) (577.25)
(174.76)
228.10
1.36 194.85 2.95 0.05 199.21 (142.73) 56.48 1.80 196.74 3.03 0.06 201.63 (319.91) (118.28)
5.46 4.14 8.89 0.06 18.55 (190.17) (171.62) 1.36 194.85 2.95 0.05 199.21 (142.73) 56.48 228.10
(174.76)
For and on behalf of the Board M. B. LAL Chairman & Managing Director Place : New Delhi Date : May 26, 2005 C. RAMULU Director - Finance
133
II.
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands) TOTAL LIABILITIES TOTAL ASSETS 1 2 0 0 0 9 4 5 6 1 2 0 0 0 9 4 5 6 SOURCES OF FUNDS PAID-UP CAPITAL 3 3 8 9 2 7 7 SECURED LOANS 3 1 9 9 1 1 7 DEFERRED TAX LIABILITY 1 3 7 4 7 5 2 0 APPLICATION OF FUNDS NET FIXED ASSETS 7 7 3 0 4 8 2 5 NET CURRENT ASSETS 2 5 1 3 6 2 4 4 ACCUMULATED LOSSES N I L IV. PERFORMANCE OF COMPANY (Amount in Rs. Thousands) TURNOVER 6 4 6 8 9 5 0 8 2 + PROFIT/LOSS BEFORE TAX 1 6 4 0 6 0 4 0 EARNING PER SHARE IN RS. 3 7 . 6 9 V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS ITEM CODE NO. (ITC CODE) 2 7 1 0 PRODUCT DESCRIPTION : B U L K P E ITEM CODE NO. (ITC CODE) 2 7 1 0 0 0 PRODUCT DESCRIPTION : L U B R I C A + TOTAL EXPENDITURE 5 8 4 8 2 2 9 3 2 PROFIT/LOSS AFTER TAX 1 2 7 7 3 3 1 4 DIVIDED RATE % 1 5 0 OF COMPANY (As per monetary terms) INVESTMENTS 1 7 5 6 8 3 8 7 MISC. EXPENDITURE N I L RESERVES AND SURPLUS 8 1 0 1 9 1 6 8 UNSECURED LOANS 1 8 6 5 4 3 7 4
T R O L E U M 4 1 / 6 1 N T S
P R O D U C
T S
ITEM CODE NO. (ITC CODE) 2 9 0 1 2 2 0 0 PRODUCT DESCRIPTION : P R O P Y L E N E M.B. LAL Chairman & Managing Director Place : New Delhi Date : May 26, 2005 C. RAMULU Director-Finance N.R. NARAYANAN Company Secretary
134
Statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies
1. 2. 3. 4. 5. Name of the Subsidiary Company Financial period of the Subsidiary Company ended Total issued Share Capital of the Subsidiary Company Number of shares held in the Subsidiary Company Percentage of shares held in the subscribed capital of the Subsidiary The net aggregate amount, so far as it concerns the members of the Company and is not dealt with in the Companys accounts, of the Subsidiarys i) ii) Profit/(Loss) for the year ended 31st March, 2005 Profit/(Loss) of the previous financial years of the Subsidiar y since it became the Companys Subsidiary NIL Guru Gobind Singh Refineries Ltd. 31st March, 2005 29,57,10,000 Equity Shares of Rs. 10 each 29,57,10,000 Equity Shares of Rs. 10 each 100%
6.
NIL
7.
The net aggregate amount, so far as it concerns the members of the Company and is dealt with in the Companys accounts, of the Subsidiarys i) ii) Profit/(Loss) for the year ended 31st March, 2005 Profit/(Loss) of the previous financial years of the Subsidiar y since it became the Companys Subsidiary NIL
NIL
For and on behalf of the Board M.B. LAL Chairman & Managing Director Place : New Delhi Date : May 26, 2005 C. RAMULU Director - Finance N.R. NARAYANAN Company Secretary
135
Social Welfare
Income and Expenditure Account for the Township, Education, Medical and Other Social Welfare facilities for the year ended 31st March, 2005. Rs./Crores INCOME : Recovery of house rent Recovery of utilities Other recoveries Excess of expenditure over income 2004-05 3.36 0.32 0.66 159.84 164.17 EXPENDITURE : Salaries, Wages, Bonus etc. Contribution to Provident Funds Consumption of Stores, Spares and Chemicals Electricity and Water Repairs and Maintenance to Buildings Repairs and Maintenance to Plant & Machinery Repairs and Maintenance to Other Assets Pension/Gratuity Rates & Taxes Rent Depreciation Medical Expenses Uniform/Work clothes Insurance Security Others 2003-04 2.61 0.37 0.61 149.57 153.16
5.36 0.37 7.86 3.15 4.49 1.95 0.15 2.95 1.19 45.59 1.21 44.89 25.67 2.59 0.77 15.97 164.17
5.82 0.35 7.16 4.93 4.38 3.49 0.57 3.03 1.18 43.75 1.22 39.08 23.50 2.93 0.72 11.05 153.16
0.39
3.61 24.55
5.
136
I have to state that the Comptroller and Auditor General of India has no comments upon or supplement to the Auditors Report under Section 619(4) of the Companies Act, 1956 on the accounts of Hindustan Petroleum Corporation Limited for the year ended 31st March, 2005.
Revathy Iyer Principal Director of Commercial Audit & Ex-officio Member, Audit Board-II, Mumbai
137
2003-04 173.08 165.82 6,253.89 1,150.02 400.00 142.73 1,158.07 7,655.15 1,454.08
173.08 165.75 5,192.41 1,147.61 0.32 450.00 190.18 725.43 7,901.87 1,400.04
17,346.69 18,552.84 18,989.62 10,754.32 11,387.43 12,393.17 4,319.12 4,809.32 5,449.53 6,435.20 6,578.11 6,943.64 347.68 496.14 786.84 2,015.22 2,048.42 1,756.84 5,122.54 862.37 18.55 2,544.72 0.41 5,402.53 1,000.29 197.06 2,829.97 0.32 5,682.21 1,048.61 201.63 2,569.50 0.35
138
ii) Net worth iii) Sales b) Net Profit after tax to Net worth 3. RESERVES & SURPLUS
The free Reserves and Surplus of the Company were 23.90 times the paid-up capital as on 31st March, 2005 as against 21.85 times as on 31st March, 2004 and 18.71 times as on 31st March, 2003. 4. INVESTMENTS The Company has made the following investments : (i) Rs.3.42 crores in the equity share capital of Guru Gobind Singh Refineries Ltd. (ii) Rs.5.00 crores in the equity share capital of South Asia LPG Co. Pvt. Ltd. 5. DUES FROM PP&AC As of March 2005, the Company has to receive an amount of Rs. 777.02 crores from Pool Accounts towards various pool claims pertaining to the APM period (i.e. up to March 31, 2002).
139
7. WORKING CAPITAL i) The working capital of the Company as on 31st March for the year 2002-03, 2003-04 and 2004-05 was Rs. 646.72 crores, Rs. 1775.02 crores and Rs. 2513.63 crores respectively. ii) The percentage of working capital to capital employed during the three years 2002-03, 2003-04 and 2004-05 was 9.13, 21.25 and 26.58 respectively. 8. WORKING RESULTS The working results of the company during the last three years are given below : 2002-03 i) Net Sales (excl. excise duty & including payments to pool accounts) ii) Profit before tax iii) Profit after tax Rs./Crores 2003-04 2004-05
140
Raw Materials Stores & Spares Stock in Process Finished Goods Packages
The stock of raw materials at the close of each year was equivalent to about 21 days consumption in 2004-05 as against 23 days consumption in 2003-04 and 26 days consumption in 2002-03. The stores, spares and packages at the end of 2004-05 represented 303 days consumption as against 301 days consumption in 2003-04 and 323 days in 2002-03. Finished Goods at the end of the year was equivalent to 25 days sales during 2004-05 as against 30 days sales during 2003-04 and 26 days during 2002-03. 10. SUNDRY DEBTORS The position of sundry debtors for the last three years ending 31st March, 2005 stood as follows : Year Sundry Considered Percentage Debtors Doubtful & of debtors Provided for to sales Rs./Crores Rs./Crores 2002-03 891.09 28.72 1.69 2003-04 1,028.94 28.65 1.83 2004-05 1,080.17 31.56 1.67 The following table indicates the debts outstanding for more than one year as on 31st March, 2005 : Rs./Crores Government Departments Others Total Debts over one year but less than two years 0.13 9.32 9.44 Debts over two years but less than three years 0.65 11.43 12.09 Debts outstanding for more than three years 2.77 31.85 34.62 11. DIVIDEND The proposed dividend for the year 2004-05 is 150% on equity as compared to 220% paid for 2003-04 and 200% paid for 2002-03. The dividend payout ratio after considering the tax on distributed profits, calculated as a percentage of total dividend paid/proposed to profit after tax, during the last three years 2002-03, 2003-04 and 2004-05 was 49.24%, 44.23% and 45.42% respectively. Revathy Iyer Principal Director of Commercial Audit & Ex-officio Member, Audit Board-II, Mumbai Place : Mumbai Date : June 24, 2005
141
Joint Ventures
Sl. Name of the No. Joint Venture 1. Mangalore Refinery & Petrochemicals Ltd. Hindustan Colas Ltd. Date of incorporation 07.03.1988 Major Shareholdings Nature of operations
2.
17.07.1995
Manufacture and Marketing of Bitumen Emulsions & Modified Bitumen To act as nodal agency for developing identified and prioritised petroleum product pipelines in the country
3.
26.05.1997
HPCL 16.00% Financial/ Strategic Investors 50.00% Other PSUs 34.00% HPCL Petronet India Ltd. ONGC Financial/ Strategic Investors 26.00% 26.00% 23.00%
4.
31.07.1998
25.00% Exploration and production activities in the oil and gas sector
5.
28.10.1998
HPCL 50.00% ICICI & Associates 45.00% HDFC 5.00% HPCL TOTAL 50.00% 50.00%
6.
16.11.1999
Construction of LPG underground cavern storage of 60000 MT capacity and associated receiving and despatch facilities at Visakhapatnam Distribution and marketing of environmental friendly fuels (green fuels) viz. CNG and Auto LPG in the state of Andhra Pradesh.
7.
50.00%
142
Auditors' Report
Auditors Report to the Board of Directors of Hindustan Petroleum Corporation Limited on the Consolidated Financial Statements of Hindustan Petroleum Corporation Limited, its Subsidiary and its interests in Joint Venture Companies. 1. We have audited the attached Consolidated Balance Sheet of Hindustan Petroleum Corporation Limited, its Subsidiary and its interests in Joint Venture Companies as at March 31, 2005, the Consolidated Profit and Loss Account and Consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of Hindustan Petroleum Corporation Limiteds management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. The audited financial statements of the Subsidiary reflecting total assets of Rs. 305.46 crores as at March 31, 2005 and Nil revenue for the year ended on that date and of four of the Joint Venture Companies reflecting total assets of Rs. 230.21 crores as at March 31, 2005 and revenue of Rs. 47.71 crores for the year ended on that date, have been audited by other auditors on which we have relied. We have also relied on unaudited provisional financial statements of two other Joint Venture Companies, viz. Mangalore Refinery and Petrochemicals Limited and Petronet India Limited, reflecting total assets of Rs. 1,414.42 crores as at March 31, 2005 and revenues of Rs. 3,168.85 crores for the year ended on that date, for the purpose of our examination of the consolidated financial statements. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 Consolidated Financial Statements and Accounting Standard 27 Financial Reporting of Interests in Joint Ventures, issued by the Institute of Chartered Accountants of India, on the basis of separate audited financial statements of Hindustan Petroleum Corporation Limited, its Subsidiary and four Joint Venture Companies and unaudited provisional financial statements of two Joint Venture Companies. On the basis of the information and explanations given to us and read with note 6 of Schedule 20 relating to noninclusion of cash flows of certain entities in the preparation of consolidated cash flow statements and note no. 8 to Schedule 20 relating to accounting for income tax benefits, and in the consideration of separate audit report on individual financial statements, of Hindustan Petroleum Corporation Limited, its Subsidiary and Joint Venture Companies, in our opinion, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) (b) in the case of the Consolidated Balance sheet, of the consolidated state of affairs of Hindustan Petroleum Corporation Limited, its Subsidiary and its Joint Venture Companies as at March 31, 2005; in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of Hindustan Petroleum Corporation Limited, its Subsidiary and its Joint Venture Companies for the year ended on that date; and in the case of the Consolidated Cash Flow Statements, of the consolidated cash flows of Hindustan Petroleum Corporation Limited, its Subsidiary and two Joint Venture Companies for the year ended on that date. For N.M. Raiji & Co. Chartered Accountants Vinay D. Balse Partner Membership No. 39434
2.
3.
4.
5.
(c)
For G.P. Kapadia & Co. Chartered Accountants Nimesh Bhimani Partner Membership No. 30547 Place : New Delhi Date : May 26, 2005
143
8.74 12,648.95
14.11 11,569.61
144
Consolidated Profit and Loss Account for the year ended 31st March, 2005
Rs./Crores
SCHEDULE INCOME Sale of Products Less : Excise duty Paid Net Sales Net Recovery from/(Payment to) Industry Pool Accounts Recovery under Subsidy Schemes Other Income INCREASE/(DECREASE) IN INVENTORY EXPENDITURE AND CHARGES Purchase of Products for resale Raw materials consumed Packages consumed Duties applicable to products Transhipping Expenses Payments to and provisions for Employees Other Operating Expenses Depreciation/Amortisation Interest Miscellaneous Expenditure written off 2004-05 68,239.88 5,800.64 62,439.24 (7.86) 536.68 371.38 63,339.44 68.43 33,677.68 23,359.55 94.23 94.55 1,384.00 723.08 1,328.19 736.73 133.28 5.38 61,536.67 PROFIT FOR THE YEAR BEFORE PRIOR PERIOD ADJUSTMENTS AND TAXES PRIOR PERIOD DEBITS/(CREDITS) (NET) 19 PROFIT BEFORE TAXES PROVISION FOR CURRENT TAXATION PROVISION FOR DEFERRED TAXATION (NET) PROVISION FOR TAXATION IN EARLIER YEARS WRITTEN BACK PROFIT AFTER TAXES BALANCE BROUGHT FORWARD Transfer from Debenture Redemption Reserve PROFIT AVAILABLE FOR APPROPRIATION APPROPRIATED FOR : General Reserve Transfer to Debenture Redemption Reserve Interim Dividend Proposed Final Dividend Tax on Distributed Profits Market Development Fund BALANCE CARRIED FORWARD EARNINGS PER SHARE (in Rs.) 1,871.20 (0.05) 1,871.25 602.49 0.69 (147.57) 1,415.64 5,153.51 100.00 6,669.15 127.81 169.67 340.04 71.25 5,960.38 41.77 2003-04 58,508.51 6,205.51 52,303.00 160.30 1,018.26 486.33 53,967.89 390.89 30,583.90 16,811.96 82.53 319.78 1,228.97 576.35 954.89 675.57 128.19 5.47 51,367.61 2,991.17 (76.21) 3,067.38 1,023.63 67.88 1,975.87 4,220.19 16.60 6,212.66 190.51 25.00 203.88 543.64 95.74 0.38 5,153.51 58.30
14 15
16 17 18
(2004-05 : EPS = Net Profit - Rs. 1,415.64 crores/Weighted avg. no. of shares - 33.893 crores; 2003-04 : EPS = Net Profit - Rs. 1,975.87 crores/Weighted avg. no. of shares - 33.887 crores)
20
M.B. LAL Chairman & Managing Director C. RAMULU Director-Finance N.R. NARAYANAN Company Secretary Place : New Delhi Date : May 26, 2005
FOR G.P. KAPADIA & CO. Chartered Accountants NIMESH BHIMANI Partner
FOR N.M. RAIJI & CO. Chartered Accountants VINAY D. BALSE Partner
145
B. C.
2.
RESERVES AND SURPLUS Share Premium Account As per the last Balance Sheet Less : Calls Unpaid Debenture Redemption Reserve As per the last Balance Sheet Add :Transfer from Profit & Loss Account Less :Transfer to Profit & Loss Account Capital Reserve Market Development Reserve General Reserve As per the last Balance Sheet Add :Transfer from Profit & Loss Account Profit & Loss Account Surplus as per Accounts annexed 1,048.72 13.31 1,035.41 100.00 100.00 100.00 0.08 1.40 886.30 127.81 1,014.11 5,960.38 8,011.38 1,048.72 14.20 1,034.52 91.60 25.00 116.60 16.60 100.00 0.08 1.40 695.41 190.89 886.30 5,153.51 7,175.81
146
4.
UNSECURED LOANS Fixed Deposits From Oil Industry Development Board (Due for Repayment within one year Rs. 66.66 crores 2003-04 : Rs. Nil) Foreign Currency Loans Advance towards Equity Interest Accrued & Due Short Term Loans From Banks Sales Tax Deferment Loan Others 0.11 200.00 2.79
147
Rs./Crores
Net Block as at 31-03-2005 Net Block as at 31-03-2004
A. 1. 2. 3. 4. 5. 6. 7. 8. 9.
OTHER THAN INTANGIBLE ASSETS Land - Freehold Roads and Culverts Buildings Leasehold Property - Land Railway Siding and Rolling Stock Plant and Machinery Furniture, Fixtures and Office/ Laboratory Equipment Transport Equipment Unallocated capital expenditure on Land Development
263.80 482.13 979.93 122.00 269.66 10,389.46 249.16 66.03 0.20 12,822.37
274.75 573.21 1,126.48 127.32 271.59 11,092.98 286.51 79.01 0.20 13,832.05
2004-05 6. CAPITAL WORK-IN-PROGRESS (at Cost) Unallocated Capital Expenditure and Materials at Site Advances for Capital Expenditure Capital Stores Capital Stores lying with Contractors Capital goods in transit Construction period expenses pending apportionment (Net of recovery) Establishment charges Interest 765.82 60.67 50.72 4.46 2.03 883.70 0.65 89.04 0.70 90.39 974.09
2003-04 532.12 15.51 41.91 4.66 1.49 595.69 0.25 64.82 0.59 65.66 661.35
148
0.02 0.01
0.02 0.01
149
211.91 11. OTHER CURRENT ASSETS Interest accrued on Bank Deposits and Investments 0.50
221.32
0.38
150
4.45 2,484.23 2,549.33 97.80 200.39 1.59 1.18 0.01 10.84 2.80 1,249.04 6,601.66
2.79 914.80 2,373.41 62.45 101.38 4.19 1.56 0.01 10.05 0.07 2.91 3,273.90 6,747.52 489.16 543.64 39.00 67.22 69.65 1,208.67 7,956.19
B.
* No amount is due as at the end of the year for credit to Investors Education & Protection Fund.
151
152
153
Other Significant Accounting Policies and additional information The other significant accounting policies have been set out in the notes to accounts of the parent company Hindustan Petroleum Corporation Limited as the same have been applied to the accounts of the parent, subsidiary and joint ventures. Additional information not impacted by consolidation is also set out in the notes to the accounts of the parent company.
5. 6. 7.
Figures pertaining to the Subsidiary company and Joint Ventures have been reclassified wherever to conform to the Companys Financial Statements. Cash flow statements of Joint Ventures for which the provisions of preparation of cash flow statement is not applicable have not been included in the Consolidated Cash Flow Statement. Related Party disclosure: Rs./Crores Joint Venture Companies 2004-05 Sales Purchases Sale of Assets Dividend Investment Advance towards equity 91.53 5,043.35 0.71 5.00 2003-04 43.53 5,646.89 0.40 13.51
154
Joint Venture Companies: Mangalore Refineries and Petrochemicals Ltd., Hindustan Colas Ltd., Prize Petroleum Co. Ltd., Petronet India Ltd., Petronet MHB Ltd., South Asia LPG Co. Pvt. Ltd., Bhagyanagar Gas Ltd., M/s. Colasie, M/s Colas SA. Key Management Personnel: Shri M. B. Lal, Chairman & Managing Director Shri D. S. Mathur, Director - Refineries Shri Arun Balakrishnan, Director- Human Resources Shri C. Ramulu, Director - Finance Shri S. Roy Choudhury, Director- Marketing (from May 10, 2004) 8. The Parent Company (Hindustan Petroleum Corporation Limited) has been consistently following a policy of accounting for income tax benefits in the year in which the benefit is allowed in view of the past experience of uncertainties surrounding the claim for tax benefits. During the year, the Parent Company upon completion of assessment for the Financial Year 2001-2002 (Assessment Year 2002-2003) was granted deduction for claim under Section 80 IB, being the First Year for which the claim was made. The Parent Company while writing back the provision of Rs. 47.52 crores attributable to the said Tax benefit, keeping in mind the past practice, has continued with the conservative accounting treatment for the subsequent years. Previous years figures have been regrouped/reclassified wherever necessary. Rs./Crores 2004-05 10. A. B. Estimated amount of contracts remaining to be executed on Capital Account not provided for No provision has been made in the accounts in respect of the following disputed demands/claims since they are subject to appeals/representations and a substantial portion thereof is recoverable from Pool Account i. ii. iii. iv. Sales Tax/Octroi Excise/Customs Land Rentals & Licence Fees Others 632.05 910.58 39.73 68.38 551.19 706.60 32.81 33.10 1,192.83 2003-04 417.81
9.
155
D.
E.
F.
12.48 2.72 18.65 193.66 40.10 267.61 1,571.63 12.58 33.40 1,617.61 (1,350.00)
13.99 2.27 13.71 0.02 267.35 25.68 323.02 1,629.11 14.80 28.34 1,672.25 (1,349.23)
156
Consolidated Cash Flow Statement for the year ended 31st March, 2005
Rs./Crores 2004-05 Cash Flow From Operating Activities Net Profit before Tax & Extraordinary items Adjustments for : Depreciation/Amortisation Deletion of Fixed Assets/CWIP Interest Expense Interest Income Income from Investment Provision for Doubtful Debts Dividend Received Provision written back Foreign exchange gain Profit on sale of Investment Misc. Expenses to the extent written off (Public Issue Expenses) Operating Profit before Working Capital changes Increase/(Decrease) in Working Capital : Trade Receivables Other Receivables Other Current Assets Inventories Trade and other Payables Amounts recoverable from Pool Account Cash generated from operations Direct Taxes paid (Net) Cash Flow before extraordinary items Net Cash from operating activities (A) Cash Flow From Investing Activities Purchase of Fixed Assets (incl. Capital Work in Progress/ excluding interest capitalised) Preliminary expense Sale of Fixed Assets Purchase of Investment(Including Share Application money pending allotment/Adv. towards equity) Sale proceeds of Investment Interest Income Dividend Received Income from Investment Net Cash used in investing activities (B) 1,890.98 724.59 4.15 120.56 (81.24) (0.67) 7.13 (0.71) (2.27) 10.13 (6.60) 5.17 2,671.22 (151.16) 162.19 (0.03) (402.98) (143.15) 2,136.09 100.59 2,236.68 (642.38) 1,594.30 1,594.30 2003-04 3,081.57 671.40 42.45 118.94 (104.80) (1.47) 5.83 (0.36) (6.13) 5.27 3,812.72 (260.10) (489.55) 0.09 (313.21) (541.52) 2,208.42 195.19 2,403.62 (618.80) 1,784.82 1,784.82
157
Consolidated Cash Flow Statement for the year ended 31st March, 2005
Rs./Crores 2004-05 Cash Flow From Financing Activities Proceeds from calls in Arrears (net) Proposed Public issue expenses Loans Repaid Loans Raised Interest paid on loan (including interest capitalised) Dividend paid Net Cash used in financing activities (C) Net Increase/(Decrease) in Cash and Cash equivalents [(A) + (B) + (C)] 4.28 (8,633.48) 8,698.99 (123.20) (805.72) (859.13) 2003-04 22.73 (0.04) (4,504.18) 4,805.57 (129.03) (912.51) (717.46)
(182.68)
233.74
Cash & Cash equivalents as on 1st April (Opening) : Cash/Cheques on Hand Balances with Scheduled Banks - On Current Accounts - Others Balances with other Banks Overdrafts from Banks
5.48 4.79 8.89 0.06 19.22 (190.17) (170.95) 1.37 203.25 3.00 0.05 207.67 (142.73) 64.94 235.89
Cash & Cash equivalents as on 31st March (Closing): Cash/Cheques on Hand Balances with Scheduled Banks - On Current Accounts - Others Balances with other Banks Overdrafts from Banks
(182.68)
Figures have been regrouped/reclassified wherever necessary. Consolidated Cash Flow Statement for the year is for HPCL,its wholly owned Subsidiary (Guru Gobind Singh Refineries Ltd.) and its Joint Ventures ( Mangalore Refinery and Petrochemicals Ltd. and Hindustan Colas Ltd).
For and on behalf of the Board M. B. LAL Chairman & Managing Director
Place : New Delhi Date : May 26, 2005
158
Corporate Governance
Corporate Governance in a formal way was made applicable to Indian Corporates from the year 1999-2000 by SEBI, through the Listing Agreement with the Stock Exchanges. However, HPCL started Corporate Governance reporting from the year 1999-2000, even though for HPCL it was applicable from 2000-01. These practices form an integral part of the Companys Governance Culture. HPCL, lays special emphasis in conducting its affairs within the framework policies, internal and external regulations and in a transparent manner. Being a Government Company, its activities are monitored by several external agencies like the Statutory Auditors, Comptroller and Auditor General of India (CAG), the Central Vigilance Commission (CVC), and Parliamentary Committees, etc. Decision making process : Like any other corporate, at the apex level is the HPCL Board. The Board has constituted several sub-committees, such as the Committee of Functional Directors (CFD), the Audit Committee, the Investment Committee, the HR Committee, the Investor Grievance Committee, etc. The composition of these Committees is given in this Report. The meetings of these committees are convened on need basis and minutes of these meetings are placed for information of the Board. Majority of the members of the Committees except CFD are Independent Non-Executive or Government nominated directors with the whole time directors playing a facilitating role.
The Corporation has constituted recently an Executive Council comprising of C & MD, the Functional Directors and the SBU Heads of the Corporation. This group discusses important issues concerning the organization, analyse the same and recommend the way forward in respect of matters discussed. The emphasis laid by this group is on team approach, mutual support of functions and joint deliberations on issues which has enhanced further the decision making processes. It has thus facilitated an integrated thinking process and
159
Corporate Governance
(Contd.)
an aligned approach across the Corporation for achieving the Corporate Vision and each one of the aspirational aspects contained in the Vision Statement. Exercise of Authority : The Corporation has a well documented Limits of Authority Manual, Purchase Manual, Chart of Accounts, etc., facilitating the decision making process at various levels within the organization. Limits of Authority Manual : This manual (LAM) lays down the authorities that can be exercised at various levels i.e. the Board, Committee of Functional Directors, the Executive Committee, the Contracts Committee, the Bids Committee and the senior individual positions etc. for different activities of the Corporation. The manual is divided into segments representing different functions like Sales, Crude and Shipping, Capital Projects, Operations and Distribution, Finance, HR etc. and provides for a decision making process through various committees as above, represented by inter-functional groups including Finance. This ensures a transparent and streamlined decision making process adhering to the laid down systems and procedures and thereby leaving no room for arbitrariness. The Committee of Functional Directors has delegated further powers to various sub-committees within the organization, viz., Contracts Committee, Bids Committee, Credit Committee, etc. Purchase Manual : This Manual lays down elaborate procedures to be followed while undertaking purchases and in finalisation of contracts. It lays down, inter alia, the purchasing authorities at various levels, norms and processes for procurement. The endeavour always is on building trust with Shareholders, Employees, Customers and other stakeholders based on the basic principles of Corporate Governance i.e. transparency, fairness, disclosure and accountability. Disclosures : Given below are the various informations forming part of Corporate Governance disclosures : 1. BOARD OF DIRECTORS :
1.1 Composition of Board of Directors Executive Directors including Chairman (Whole-time) Non-Executive Government Directors (Ex-officio) Non-Executive Independent Directors (Non-official) Total 5 3 4 12
160
Corporate Governance
1.2 Board Meetings :
(Contd.)
Eight Board Meetings were held during the financial year on the following dates : 23rd April, 2004 29th October, 2004 31st May, 2004 9th December, 2004 28th July, 2004 27th January, 2005 8th September, 2004 3rd March, 2005
Nil
Yes
1. PIL 2. MRPL
Nil
Shri C. Ramulu
Yes
Member - Audit Committee a) GGSRL Chairman - Audit Committee a) HINCOL b) Prize Petroleum Co.Ltd
Mechanical Engineer
Yes
Nil
161
Corporate Governance
Names of Directors Academic Qualifications
(Contd.)
No. of No. of Attendance Board Meetings at the last Meetings attended AGM held
NON-EXECUTIVE DIRECTORS (a) PART-TIME (EX-OFFICIO) Shri M.S. Srinivasan B.Tech. (Civil) Master of Public Administration, IAS 8 6 1. IOC 2. BPCL 3. GAIL Chairman Remuneration Committee : a) IOC b) BPCL Member - Audit Committee : a) HPCL b) GGSRL c) BLIL Member Shareholders' Investors Grievances Committee : a) HPCL Chairman Remuneration Committee : a) IOC Member - Audit Committee : a) IBP
IAS
1. 2. 3. 4.
(b) PART-TIME DIRECTORS (NON-OFFICIO) Shri T.L. Sankar M.Sc. (Chemistry), MA (Dev. Eco.), IAS 8 6 1. Rain Calcining Ltd. 2. KSK Energy Ventures Ltd. 3. GGSRL 4. Delhi Power Co. Ltd. 5. Small Scale Sustainable Infrastructure Development Board Member Remuneration Committee : a) Rain Calcining Ltd. Chairman - Audit Committee : a) HPCL b) Rain Calcining Ltd. c) GGSRL Chairman Shareholders Investor Grievances Committee : a) Rain Calcining Ltd.
162
Corporate Governance
Names of Directors Academic Qualifications
(Contd.)
No. of No. of Attendance Board Meetings at the last Meetings attended AGM held
Memberships held in Committee as specified in Clause 49 of the Listing Agreement Member Shareholders Investors Grievances Committee : a) HPCL Member Audit Committee : a) HPCL b) ONGC Member Shareholders' Investors Grievances Committee : a) Mukand Engineers Ltd. b) HPCL Chairman Shareholders' Investors Grievances Committee a) ONGC Chairman Shareholders' Investors Grievances Committee : a) HPCL
M.A. (Eco.)
Yes
None
1. Mukand Ltd. 2. Mukand Engineers Ltd. 3. Fusion Investments & Financial Ser vices Ltd. 4. Catalyst Finance Ltd. 5. Conquest Investments & Finance Ltd. 6. Kalyani Mukand Ltd. 7. Bengal Port Ltd. 8. Jeewan Ltd. 9. India Thermal Power Ltd. 10. ONGC
Shri M. Nandagopal
B.Sc. (Agriculture)
1. Mohan Breweries & Distilleries Ltd. 2. Thirumugal Mills Ltd. 3. Artos Breweries Ltd. 4. S V Sugar Mills Ltd. 5. Vestas RRB India Ltd. 6. Mira Textiles & Industries Ltd. 7. Global Housing Finance Corpn.Ltd. 8. Binny Engg. Ltd. 9. Mysore Fruit Products Ltd. 10. Clean Power Ltd. 11. Sagar Sugars & Allied Products Ltd. 12. Binny Ltd.
: : : : :
Shri N.K. Puri retired on attaining the age of superannuation on 30.04.04 Shri S. Roy Choudhur y appointed as Director-Marketing effective 10.05.04 Dr. B. Mohanty ceased to be Director effective 29.10.04 Shri A. K. Srivastava ceased to be Director effective 07.03.05 Shri D.S. Mathur retired on attaining the age of superannuation on 31.05.05
163
Corporate Governance
1.4 Profile of Directors :
(Contd.)
DR. B. Mohanty
Dr. B. Mohanty, Ph.D in Economics and M.Sc in Development Management, has held several positions during his 24 years of service in various Ministries of the Government of India, having rich and varied experience of working in the areas of capital market reforms in the Ministry of Food and Consumer Affairs.
Shri T. L. Sankar
Shri Sankar is a Retd. Indian Administrative Service Officer with M.Sc. (Chemistry), Madras and M.A. (Development Economics) (Williams College, USA). Shri Sankar has held several assignments for the Government of Andhra Pradesh, the Government of India, and international organisations in his 35 years career with the Indian Administrative Service. He continues to be associated with several Committees of the Government of India in the areas of Energy Economics, Public Policy Analysis, and restructuring of Public Enterprises. He has served as Principal, Administrative Staff College of India; Director General - National Institute of Rural Development; Director, Institute of Public Enterprises, Hyderabad; Advisor to the Government of India, Bangladesh, Sri Lanka, Tanzania and North Korea on energy policy and as Leader of the United Nations Team to design Regional Energy Development
164
Corporate Governance
(Contd.)
Programme and the Asian Development Banks Regional Energy Survey. He was also the Chairman, Gas Price Revision Committee. He was a member of the Power Ministers Committee of Eminent Persons and the Independent Standing Group under Justice P.N. Bhagawati. Shri Sankar has jointly edited two books, co-authored one, wrote several book chapters, and articles in national and international journals.
Shri M. Nandagopal
Shri M. Nandagopal is B.Sc (Agriculture) from Agricultural University, Coimbatore. He is an Industrialist holding position as Director in various Companies. He is the Managing Director of Mohan Breweries and Distilleries Ltd. He is a Trustee in Sri Ramachandra Medical College and Research Institute, Chennai, Sakthi Trust, Delhi and Mother Service Society, Pondicherry. Shri M. Nandagopal is also a member of Cosmopolitan Club and Madras Cricket Club.
165
Corporate Governance
Shri N.K. Puri
(Contd.)
Shri Puri was on the Board of Directors of HPCL, holding the portfolio of Director (Marketing) till his superannuation on April 30, 2004. He is a Mechanical Engineer by profession. Shri Puri joined the erstwhile ESSO Standard Eastern in 1964 and held several important positions in the organisation such as Chief General Manager Retail, Chief General Manager - LPG, General Manager - HRD and General Manager - Lubes among others. Shri Puri has attended several international conferences and has also attended Advanced Management Programmes in Singapore and Malaysia.
Shri C. Ramulu
Shri C. Ramulu is currently holding the portfolio of Director- Finance. Shri C. Ramulu is a qualified Chartered Accountant and Company Secretary and is a rank holder at the All India level. Shri C. Ramulu secured distinction in MBA from the University of Leeds, U.K. in 1986. Shri C. Ramulu commenced his career in the Petroleum Industry with Caltex India Ltd., which was later nationalised. His wide experience of over 28 years encompasses Financial Management including Corporate Finance, Treasury Operations, Budgetary Control, Internal Audit, etc., and General Management including Strategy Planning, Management of Joint Ventures, etc. Shri Ramulu successfully handled the initial public issue of HPCL for raising equity capital of Rs. 1200 crores.
166
Corporate Governance
(Contd.)
Shri Prabh Das joined the Ministry of Petroleum and Natural Gas as Joint Secretary in March 2003. He is also a Director on the Boards of Indian Oil Corporation Ltd., Engineers India Ltd. and Chennai Petroleum Corporation Ltd.
Shri C. B. Singh
Shri C.B. Singh, holds a Master Degree in Economics from Allahabad University and is also a Master of Business Administration from Southern Cross University, Australia. In the last 19 years of service with the Government of India Shri C.B. Singh has held several positions. Shri C.B. Singh held positions in the field of Economic Planning and Economic Administration including areas such as Investment Designing, Development Strategies and long range forecasting. He worked as Officer on Special Duty to the Union Agriculture Minister from March 2003 till April 2004. Shri Singh also held the position of Director/Joint Director, Department of Industrial Policy and Promotion from April 1999 to March 2003 in the Ministry of Commerce and Industry. He also held the position of Deputy Economic Advisor, Office of the Economic Advisor from March 1998 to April 1999. Shri Singh also held the position as Deputy Director, Department of Economic Affairs, Assistant Controller of Insurance, Assistant Advisor in the Ministry of Finance. Currently, Shri Singh is Joint Advisor (Finance) in the Ministry of Petroleum and Natural Gas.
Shri M. A. Tankiwala
Shri M.A. Tankiwala took charge as Director (Refineries) effective June 1, 2005 prior to which he was the Managing Director of Guru Gobind Singh Refineries Ltd. (GGSRL), a fully owned subsidiary of HPCL and was instrumental in developing the grass root project. He also served on the Board of Mangalore Refineries and Petrochemicals Limited (MRPL) the first refinery in the Joint Sector as Managing Director (Technical) and ensured that due share was given to MRPL in meeting the countrys energy demand. Shri M.A. Tankiwala, a Graduate in Mechanical Engineering, commenced his career in Mumbai Refinery of HPCL. He has had a wide exposure to the Petroleum Industry spanning for more than three decades in Refining Sector. He has worked in both Mumbai and Visakh Refineries of HPCL in various capacities and contributed to the growth and development of the refinery operations of the Corporation. 2. REMUNERATION OF DIRECTORS : HPCL being a Government Company, the remuneration payable to its whole-time directors is approved by the Government and advices received through the Administrative Ministry, viz., Ministry of Petroleum and Natural Gas. The Non-official part-time Directors are paid sitting fees for Board Meetings attended by them. HPCL does not have a policy of paying commission on profits to any of the Directors of the Company. The remuneration payable to officers below Board level is also approved by the Government of India in line with other Oil Companies.
167
Corporate Governance
(Contd.)
Remuneration paid to Whole-time Directors during 2004-05 is as under : NAME OF DIRECTORS Shri M. B. Lal Shri D. S. Mathur Shri N. K. Puri * Shri A. Balakrishnan Shri C. Ramulu Shri S. Roy Choudhury ** REMUNERATION Rs. 10,26,608/Rs. 10,42,458/Rs. 7,97,244/-
* Retired on attaining the age of superannuation on 30.04.04. ** Appointed Director - Marketing effective 10.05.04. 3. BOARD SUB-COMMITTEES : A. Audit Committee : The Audit Committee comprises of Non-Executive Directors as follows : 1. Shri T. L. Sankar 2. Dr. B. Mohanty * 3. Shri Rajesh V. Shah 4. Shri M. Nandagopal ** 5. Shri C. B. Singh *** * ** Non-Executive Independent Director Non-Executive Government Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Government Director
Shri B. Mohanty ceased to be Director effective 29.10.04. Shri M. Nandagopal was inducted in the Audit Committee as a member effective April 07, 2005.
*** Shri C. B. Singh was inducted in the Audit Committee as a member effective 26.05.05. Shri T. L. Sankar is the Chairman of the Committee. The terms of reference of the Audit Committee are as provided under the Companies Act and other applicable regulations. The scope of the Audit Committee includes the following : Reviewing with Management the annual financial statements before submission to the Board. Reviewing with the Management, Statutory Auditors and internal auditors, the adequacy of internal control systems. Reviewing the adequacy of internal audit function, 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. Discussion with internal auditors on any significant findings and follow up thereon.
168
Corporate Governance
(Contd.)
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. Reviewing the Companys financial and risk management policies.
The Committee, at the meeting held on May 23, 2005, reviewed the Accounts for the year 2004-05, before the Accounts were adopted by the Board. Date of Audit Committee Meetings : 31st May, 2004 28th October, 2004 3rd March, 2005 23rd May, 2005
Attendance at Audit Committee Meetings : Name of the Members Shri T. L. Sankar Dr. B. Mohanty Shri Rajesh V. Shah B. Committee on HR Policies : The Company has constituted the Board Sub-Committee on HR Policies to look into various aspects including remuneration as well as Compensation and Benefits for the employees. The Committee comprises of : 1. 2. 3. 4. Shri Rajesh V. Shah Shri T. L. Sankar Shri Raja G. Kulkarni Shri Arun Balakrishnan No. of Meetings held 4 2 4 No. of Meetings attended 3 1 2 % of attendance 75% 50% 50%
Shri Arun Balakrishnan, Director - Human Resources, is the Convenor of the Committee. C. Investment Committee : The Company has constituted the Investment Committee with the following members : 1. 2. 3. 4. 5. Shri T. L. Sankar Shri Rajesh V. Shah Shri A.K. Srivastava (till 07/03/05 ) Shri C. Ramulu Shri Prabh Das (from 26/05/05)
Shri T. L. Sankar is the Chairman of the Committee. This Committee reviews investment proposals before they are placed before the Board for its consideration. D. Investor Grievance Committee : The Company has constituted Investor Grievance Committee comprising of Non-Executive Directors as follows :
169
Corporate Governance
1. 2. 3. 4. 5. * Shri M. Nandagopal Shri Rajesh V. Shah Dr. B. Mohanty*
(Contd.)
Non-Executive Independent Director Non-Executive Independent Director Non-Executive Government Director Non-Executive Independent Director Non-Executive Government Director
** Shri C.B. Singh was inducted in the Investor Grievances Committee as a member effective 26.05.05. Shri M. Nandagopal is the Chairman of the Committee. The Committee reviews the status of Investor Grievances and Services and other important matters of investors interest. Dates of Investor Grievance Committee Meetings : 31st May, 2004 E. 29th October, 2004 3rd March, 2005 26th May, 2005 Remuneration Committee : HPCL has not felt the need for Remuneration Committee in view of the fact that the Company is a Government Company as per Section 617 of the Companies Act, 1956. The Remuneration of the wholetime Functional Directors are fixed by the Government of India. The details of Remuneration paid to all the Functional Directors are given below : The remuneration of the whole-time Functional Directors include basic salary, allowances and perquisites as determined by the Government of India. Also, they are entitled to provident fund and superannuation contributions as per the rules of the Company. The gross value of the fixed component of the remuneration, as explained above, paid to the wholetime Functional Directors, during the financial year 2004-05 is given below : (Rs. in Lakhs) Salaries & Allowances Contribution to Provident Fund 0.78 Contribution to Superannuation Fund and Gratuity Other Benefits Total
M.B. Lal (Chairman & Managing Director) D.S. Mathur (Director - Refineries) Till 30.05.2005 N.K. Puri (Director - Marketing) Till 30.04.04 Arun Balakrishnan (Director - HR) C. Ramulu (Director - Finance) S. Roy Choudhury (Director Marketing) (From 10.05.2004)
8.16
1.32
10.26
8.23
0.78
0.03
1.38
10.42
7.53
0.06
0.28
0.10
7.97
0.01
170
Corporate Governance
Shares Department Activities :
(Contd.)
HPCL has a Shares Department under the Company Secretary, which monitors the activities of R&T Agents and looks into the issues relating to shareholders. Share transfers, transmissions, demat/remat and other important matters are approved by the Share Transfer Committee. Presently, HPCL has over 107800 shareholders. The Corporation regularly interacts with the shareholders through letters, investors meets, at the AGM, wherein the activities of the Corporation, its performance and its future plans is provided to the shareholders. The Company has been taking appropriate steps to ensure that shareholder related activities are given due priority and matters are resolved at the earliest. The Company Secretary is the Compliance Officer in terms of the requirements of The Stock Exchange, Mumbai. The quarterly results are published in the newspapers . The Company also organises press meets and press releases. The Financial Per formance and other details are also posted on the Companys website hindustanpetroleum.com. 4. During the year 2004-05, there were no material transactions with Directors or their relatives having potential conflict with the interests of the Company at large. There have been no instances of non-compliance by the Company or penalties, strictures imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority, on any matters related to capital markets during the last 3 years. 5. DETAILS OF ANNUAL GENERAL MEETINGS : 5.1 Location and time, where last three AGMs held : Year 2003-04 2002-03 2001-02 Location Y.B. Chavan Auditorium, Mumbai Y.B. Chavan Auditorium, Mumbai Nehru Centre, Worli, Mumbai Date 09.09.04 24.09.03 28.08.02 Time 3.00 p.m. 3.00 p.m. 3.30 p.m.
5.2 Whether Special Resolutions were put through postal ballot last year ? No. 5.3 Are votes proposed to be conducted through postal ballot this year? No. 6. MEANS OF COMMUNICATION : Half yearly report Quarterly results Which newspapers normally published in Press Advertisements, advices to Stock Exchanges, etc. Mainly business/regional newspapers, like Economic Times, Times of India, Financial Express, Indian Express Loksatta etc. hindustanpetroleum.com
171
Corporate Governance
(Contd.)
Whether it also displays official news releases and presentations made to institutional investors/analysts Whether Management Discussion and Analysis Report is a part of Annual Report Whether shareholder information section forms part of Annual Report
Yes
Yes
Shareholder information has been incorporated in the Annual Report. The Company also communicates with the shareholders from time to time.
7.
GENERAL SHAREHOLDER INFORMATION : 7.1 53rd Annual General Meeting Date and Time Venue : : September 21, 2005 at 3.00 PM Y.B. Chavan Auditorium, General Jagannath Bhosale Marg Next to Sachivalaya Gymkhana, Mumbai - 400 021
7.2 Financial calendar Financial reporting for Qtr. ending 30.06.05 Financial reporting for Qtr. ending 30.09.05 Financial reporting for Qtr. ending 31.12.05 Financial reporting for Qtr. ending 31.03.06 Annual General Meeting for year ending 31.03.2006 7.3 Date of Book Closure : End Jul, 2005 End Oct, 2005 End Jan, 2006 End May, 2006 Aug-Sept, 2006
7.4 Dividend payment date (tentative) : 7.5 (a) Listing on Stock Exchanges The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 :
The Delhi Stock Exchange DSE House, 3/1, Asaf Ali Road, New Delhi 110 002 Madras Stock Exchange Ltd. Exchange Building, 11, Second Line Beach, Chennai 600 001
The National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No. C/1, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051
172
Corporate Governance
7.5 (b) Listing fees
(Contd.)
Listing fees for financial year 2005-06 have been paid to the above 5 Stock Exchanges in April, 2005.
7.6 Stock Codes : BSE NSE ISIN (for trading in Demat form) 7.7 Stock Market Data : HPCL Share Price BSE Year 2004-05 2003-04 2002-03 2001-02 High Rs. 538.50 542.45 329.60 338.75 Low Rs. 225.55 269.40 166.50 94.50 : : : 500104 HINDPETRO INE094A01015
Performance in comparison to broad based indices As on 31.3.2005 31.3.2004 31.3.2003 31.3.2002 31.3.2001 HPCL Share price Rs. 305.95 507.60 294.40 290.60 160.60 BSE 30 SENSEX 6492.82 5590.60 3048.72 3469.35 3694.38 NSE 50 NIFTY 2035.65 1771.90 978.20 1129.55 1148.20
173
Corporate Governance
(Contd.)
HPCL SHARE PRICE MONTHLY DATA Month High Rs. April 2004 May 2004 June 2004 July 2004 Aug 2004 Sept 2004 Oct 2004 Nov 2004 Dec 2004 Jan 2005 Feb 2005 Mar 2005 538.50 487.00 359.60 341.00 336.00 339.90 338.00 367.20 414.90 416.50 380.00 353.10 Mumbai Stock Exchange Low Rs. 448.20 225.55 299.50 280.00 296.50 307.45 303.60 302.55 341.00 325.05 337.10 296.20 Close Rs. 460.45 300.65 336.35 317.45 315.00 316.25 307.80 338.70 400.50 363.00 351.25 305.95 Volume Nos. 12482665 23969602 16247254 16330655 9440345 7697085 7654518 8858715 7926388 6434761 4943708 9216925 High Rs. 539.00 480.00 360.00 341.70 337.00 355.25 338.00 367.40 407.50 416.95 380.00 351.50 National Stock Exchange Low Rs. 448.20 264.55 300.20 262.20 295.35 291.15 291.15 302.00 341.05 282.00 336.25 295.10 Close Rs. 460.20 300.60 336.15 318.05 315.15 316.35 307.90 338.80 401.55 362.00 351.35 304.35 Volume Nos. 31283965 53034612 39396678 41021816 26657223 21035776 23335803 27114551 27549285 21336145 20457345 26255538
PER SHARE AND RELATED DATA : 2004-05 Per Share Data EPS CEPS Dividend Book Value Share Related Data Dividend Payout Price to Earnings* Price to Cash Earnings* Price to Book Vaue* * Based on March 31 closing prices Unit Rs. Rs. Rs. Rs. Unit % Multiple Multiple Multiple Rs. 37.69 54.81 15.00 249.04 45.42 8.12 5.58 1.23 305.95 2003-04 56.18 75.67 22.00 228.47 44.23 9.03 6.71 2.22 507.60 2002-03 45.37 62.94 20.00 197.12 49.24 6.49 4.68 1.49 294.40 2001-02 23.26 42.85 10.00 174.07 43.06 12.49 7.47 1.67 290.60 2000-01 32.12 44.91 10.00 191.47 34.37 5.00 3.60 0.80 160.60
M/s. MCS Limited Sri Venkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East), Mumbai 400 093
7.9 Share Transfer System Activities relating to Share Transfers are carried out by MCS Limited who are the Registrars and Transfer Agents of the Company who have arrangements with the Depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited. The transfers are approved by the Share Transfer Committee. Share transfers are registered and Share Certificates are despatched within a period of 30 days from the date of receipt if the documents are correct and valid in all respects.
174
Corporate Governance
(Contd.)
The number of shares transferred during last two years : 2004-05 88905 2003-04 222090 7.10 Status of Investor Services : Investor correspondence replied during the year are as follows : Nature of Correspondence 1. Share Transfers and related issues 2. Transmission of Shares/Nomination for shares 3. Issue of Duplicate share certificates 4. Dividend related issues 5. ECS/Bank Mandates/Request for Change of Address 6. Call Money Payment Correspondence/Reminders 7. SEBI/Stock Exchange/Legal cases 8. Others Total Number 269 354 110 2401 3642 2722 51 1185 10734
All complaints received from SEBI, Stock Exchanges, Department of Company Affairs etc., have been dealt with. 7.11 Dematerialisation of shares and liquidity : The total number of shares dematerialised as on 31.03.2005 is 161724223 representing 97.28% of share capital excluding shares held by the Government of India. Trading in Equity shares of the Company is permitted only in dematerialised form, w.e.f., February 15, 1999 as per notification issued by the Securities and Exchange Board of India (SEBI). 7.12 Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity : There are no outstanding Warrants to be converted into Equity shares. Detachable Tradeable Warrants issued alongwith public issue shares in April 1995 were converted into equity shares during the period February 1997- April 1997. The Warrant certificates were not called back by the Company and bear no value. 7.13 Plant Locations : The Corporation has 2 Refineries located at Mumbai and Visakh. It has 85 Regional offices, 36 Terminals/ Tap off Points, 100 Depots, 40 LPG Bottling Plants and 6667 Retail outlets etc., located all over the country. 7.14 Address for correspondence Registrars and Transfer Agents : M/s. MCS Limited Unit : HINDUSTAN PETROLEUM CORPORATION LTD. Sri Venkatesh Bhavan, Plot No. 27, Road No. 11, MIDC Area, Andheri (East), Mumbai - 400 093 Telephone No.: 022 - 2821 5235 Fax No.: 022 - 2835 0456 Companys Shares Department : Shares Department HINDUSTAN PETROLEUM CORPORATION LIMITED 2nd Floor, Petroleum House, 17, Jamshedji Tata Road, Churchgate, Mumbai - 400 020 Telephone No.: 022 - 2202 6151 Ext. 3204/3201/3233/3239/3208 Fax No.: 022-2287 4552/2284 1573
175
Corporate Governance
(Contd.)
7.15 Distribution Schedule as on 31.03.2005 No. of Shares Physical Holding No. of Shareholders Dematerialised Holding No. of Shares Total Share holding No. of Shareholders %
1-500 18308 3412159 80836 10239619 99144 13651778 91.89 4.02 501-1000 810 590930 4783 3588543 5593 4179473 5.19 1.23 1001-5000 94 154388 2508 4832764 2602 4987152 2.41 1.47 5001-10000 3 19050 191 1401565 194 1420615 0.18 0.42 10001 & above 3 173429250 354 141661732 357 315090982 0.33 92.86 Total 19218 177605777 88672 161724223 107890 339330000 100.00 100.00 7.16 Shareholding pattern as on : 31.03.2005 Category No. of Shareholders 1 36 147 30 86 3547 1162 102881 107890 No. of Shares 173076750 52184490 73696932 1633802 8105835 1170352 522910 28938929 339330000 % No. of Shareholders 1 48 228 26 121 3387 1450 90740 96001 31.03.2004 No. of Shares 173076750 55822735 66875476 2069128 11628698 1102379 654525 28100309 339330000 %
President of India Financial Institutions FIIs/OCBs Banks Mutual Funds NRIs Employees Others Total
176
The Board of Directors of Hindustan Petroleum Corporation Limited We have examined the compliance of Corporate Governance by Hindustan Petroleum Corporation Limited, for the year ended on March 31, 2005, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to 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 the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement. We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Shareholders/Investors Grievance Committee. We 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.
For an on behalf of G.P. Kapadia & Co. Chartered Accountants Nimesh Bhimani Partner Place : Mumbai Dated : July 18, 2005
For and on behalf of N.M. Raiji & Co. Chartered Accountants Vinay D. Balse Partner
177
Registered Office Village Taluka District State : : : : Phulokhari Talwandi Saboo Bathinda Punjab
Administrative Office 3rd Floor, UCO Bank Building, Sansad Marg, New Delhi : 110001
Bankers Statutory Auditors M/s R.Vender Gupta and Associates Punjab National Bank 28-A, Kasturba Gandhi Marg New Delhi : 110001 Company Secretary Shri Sidhartha Tyagi
178
Directors' Report
On behalf of the Board of Directors of your Company, I present the 4th Annual Report on the working of your Company together with the Audited Statements of Accounts, the Auditors Report and the Review of the Accounts by the Comptroller and Auditor General of India for the financial year ended on 31st March, 2005. As you are aware your Company was incorporated on 13th December, 2000 with its Registered office at Bathinda and has been formed with the objective of setting up a 9 MMTPA Grass root refinery along with associated facilities in the State of Punjab. As on 31st March, 2005, your Company is a wholly owned subsidiary of Hindustan Petroleum Corporation Limited. The fiscal incentives granted by the Government of Punjab (GOP) has a significant bearing on the viability of the Project. As such, your Company is continuing discussions with Government of Punjab for early conclusion of Deed of Assurance (DOA) and the matter is expected to be finalized shortly. The Company thereafter intends to take up the project activities which were put on hold. During the period your company also assisted HPCL in the various studies on Non-Conventional energy resources.
STATUTORY DISCLOSURES (A) Particulars of Employees u/s 217(2A) of the Companies Act, 1956 : There are no employees under the category covered by Section 217 (2A) of the Companies Act, 1956. (B) Conservation of Energy : As required under 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Energy Conservation and Technology Absorption, the Board hereby discloses as follows : (i) That the Board, as part of its existing internal control measures, is striving for the Conservation of Energy under the supervision of Managing Director on a continuous basis and is satisfied that the utilisation of energy is optimum for the present working of the Company.
(C) Technology Absorption : The Company has not made any absorption, adaptation and import of technology from the date of incorporation. (D) Foreign exchange earnings and outgo : The required information in respect of foreign exchange earnings and outgo is given in Note no. 8 (b) of the Accounts. CORPORATE GOVERNANCE The details in this regard is enclosed as Attachment and form part of this Annual Report. DIRECTORS S/Shri M.B. Lal, D.S. Mathur, T.L. Sankar, C. Ramulu and S.P. Chaudhry continue to be the part time Directors of the Company and Shri M.A. Tankiwala the Managing Director of the Company. As per the provisions of Section 256 of the Companies Act, 1956, S/Shri C. Ramulu and S.P. Chaudhry will be the Directors who will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment under the provisions of Section 256 of the Companies Act, 1956.
179
Directors' Report
(Contd.)
DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state that : (i) In the preparation of the annual accounts for the financial year 2004-05, the applicable accounting standards have been followed along with proper explanation relating to material departures.
(ii) The Company has 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 on 31st March, 2005. (iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) These accounts have been prepared on a going concern basis. ACCOUNTS There being no commercial activities, the Company is only required to prepare the Balance Sheet for the period of 12 months from 01/04/2004 to 31/03/2005. ACKNOWLEDGMENT Your Directors acknowledge with thanks the continued help, support and guidance received from the Government of India, especially, the Ministry of Petroleum and Natural Gas, Department of Public Enterprises, Government of Punjab, Punjab State Industries Development Corporation, Government of Gujarat, Government of Rajasthan, Government of Haryana and the holding Company HPCL in guiding the Company in its activities. Your Directors also take this opportunity to place on record their appreciation on the valuable contribution made by the employees. For and on behalf of the Board of Directors Shri M. B. Lal Chairman Place : New Delhi Date : May 09, 2005
180
Auditor's Report
To The Members GURU GOBIND SINGH REFINERIES LTD. 1) We have audited the attached Balance Sheet of Guru Gobind Singh Refineries Limited as at 31st March, 2005 along with Statement of Incidental Expenses incurred for the year ended on that date annexed thereto. No Profit & Loss account has been prepared since the Company is under construction stage during the year. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our Audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order. Further to our comments in the Annexure referred to above, we report that : (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.
2)
3)
4)
(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. (iii) The Balance Sheet and Statement of Incidental Expenses dealt with by this report are in agreement with the books of account. (iv) In our opinion, the Balance Sheet and Statement of Incidental Expenses incurred during Construction Period dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. (v) On the basis of written representations received from the Directors, as on 31st March, 2005 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2005 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. (vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. (a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2005. (b) In the case of Statement of Incidental Expenses the expenses incurred for the year ended on that date. For R. Vender Gupta & Associates Chartered Accountants Lalit Kumar Partner Membership No. 92803
181
182
XVII. According to information and explanation given to us and on the basis of overall examination of the Balance Sheet, we report that Company has not raised any Short Term/Long term funds, therefore, this clause is not applicable. XVIII. According to information and explanation given to us, the Company has not made any preferential allotment of shares to any party and companies covered in the register maintained u/s 301 of the Companies Act. Therefore this clause is not applicable to the Company. XIX. According to the information and explanation given to us, the Company has not issued any Debentures during the year under report. Therefore this clause is not applicable to the Company. XX. The Company has not raised any money by Public issue hence this clause is not applicable to the Company. XXI. According to information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For R. Vender Gupta & Associates Chartered Accountants Lalit Kumar Partner Membership No. 92803
183
4. Net Current Assets 5. Miscellaneous Exp. (to the extent not written off or adjusted) Statement of Significant Accounting Policies and Notes forming part of Accounts Total 9
(21,270,250) 26,014,050
10 2,957,100,000 2,935,900,000
For R Vender Gupta & Associates Chartered Accountants Lalit Kumar Partner Place : New Delhi Date : May 09, 2005
184
5,500,000,000 5,500,000,000
B.
ISSUED CAPITAL 295,710,000 (As at 31st March, 2004 : 293,590,000) Equity Shares of Rs. 10/- each
2,957,100,000 2,957,100,000
C.
SUBSCRIBED & PAID UP CAPITAL 295,710,000 (As at 31st March, 2004 : 292,290,000) Equity Shares of Rs. 10/- each fully paid
2,957,100,000 2,957,100,000
2,922,900,000 2,922,900,000
Land - Freehold - Right of Use Road & Culverts Buildings Lease Hold Property-Land Plant & Machinery Furniture & Fixture Total Previous Year
204,915
6,699,447 5,190,497
3,326,137 1,849,591
33,937
9,991,647 7,040,088
1,315,000 113,962
78,260
* This amount of amortization of land has been classified under the head Direct Revenue Expenses- SPM/COT' in Schedule 3
185
Incidental expenses during the construction (pending apportionment) Opening Balance 467,082,268 Direct revenue Exp-SPM/COT Lease Rent 32,492,213 Amortization of land 11,782,234 Survey and Feasibility Study 56,598 44,331,045 Direct revenue Exp-Refinery DFR Cost Consultancy to Invitation to Bid Other Incidental Expenses Salary and Wages (Reimbursed to Holding Co.) Travel/Conveyance/Transportation Charges Professional Charges Sponsorship/Subscription Outsourced services Rent Insurance Postage, Telephone Telegram and Telex Staff Welfare Expenses Security Charges Fuel, Electricity and Water Stationary and Office Supplies Repair and Maintenance to others Repair and Maintenance to building Books and Periodicals General Expenses Audit Fees (Inclusive of service tax) Income Tax Rates and Taxes Depreciation Sub Total
55,052,920
3,456,000
3,456,000
5,460,000 2,592,000
8,052,000
19,195,370 5,182,211 296,973 570,721 3,364,120 1,886,912 675 902,880 932,355 1,827,360 1,061,692 299,978 1,488,021 26,044 24,560 1,498,634 55,000 5,760 114,540 9,482,763 48,216,569
25,784,221 6,568,748 2,376,082 649,437 3,126,921 4,058,694 2,342 1,079,679 1,330,151 1,890,740 1,699,829 344,377 1,133,535 345,216 20,853 1,094,917 54,000 17,907 6,000 9,464,712 61,048,361
186
48,182,632 563,051,945
61,379,123 467,373,811
10,772 280,771
187
188
Statement of Significant Accounting Policies and Notes forming part of Accounts as at 31st March, 2005
SCHEDULE 10 A. SIGNIFICANT ACCOUNTING POLICIES a. Accounts are prepared under the historical cost convention in accordance with Generally Accepted Accounting Principles (GAAP), Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) and the provisions of the Companies Act, 1956. All income and expenditure having material bearing are recognized on the accrual basis, except where otherwise stated. Land Land acquired on lease for less than 99 years is treated as lease hold land. Cost of Right of Use is capitalized. Lease hold land is amortized over the period of lease. c. Fixed Assets Cost of Fixed Assets comprises of purchase price, duties, levies and any directly attributable cost of bringing the asset to its working condition for its intended use. d. Intangible assets 1. 2. e. Cost of Right of Use is capitalized. However, such Right of Use being perpetual in nature is not amortized. Expenditure on Intangible assets in the nature of Assets not owned by the Company are amortised over a period of five years after commencement of commercial production
b.
Depreciation 1. Depreciation on fixed assets is provided on straight line basis, in the manner and at the rates provided under Schedule XIV of the Companies Act, 1956. Depreciation is charged Prorata on monthly basis on assets, from/upto and inclusive of the month of capitalization/sale, disposal or deletion during the year. Premium on lease hold is amortized over the period of lease.
2. f.
Expenses during Construction Period The direct project expenditure incurred during the construction period has been shown under the head Capital Work in Progress which will be transferred to relevant fixed assets as and when they are completed. Indirect expenditure incurred during construction period has been shown under the head Incidential Expenditure relating to project (pending apportionment) which will be apportioned to fixed assets upon completion of the project.
g.
Miscellaneous Expenditure The expenditure shown under the head Miscellaneous Expenditure (to the extent not written off/ adjusted) will be amortized over a period of five years after commencement of commercial production.
B.
NOTES FORMING PART OF ACCOUNTS 1. The entire equity contribution to Guru Gobind Singh Refineries Limited (GGSRL) has been made by HPCL. Hence, GGSRL is a wholly owned subsidiary of HPCL and a Government company under Section 617 of the Companies Act, 1956. The Company has prepared the Statement of Incidental Expenditure during construction instead of a Profit and Loss Account. The necessary details as per Part II of Schedule VI of the Companies Act, 1956, have been disclosed in the said statement.
2.
189
Statement of Significant Accounting Policies and Notes forming part of Accounts as at 31st March, 2005
3. Cost of land (Freehold) Rs. 8766 Lakhs (Previous Year Rs. 8760 Lakhs) comprises of : (i) Land at refinery site : Rs. 8758 lakhs (Previous Year Rs. 8760 lakhs). The necessary action for transfer of the above land viz Intakal process has been completed and the Company is in the process of signing conveyance deed. (ii) Rs. 8 Lakhs deposited with statutory authorities viz Sub Divisional Officers/Tehsildar towards land acquisition along pipeline route for pumping and service stations. The ownership of the land has not yet been transferred in the name of the Company. 4. There were no amounts due payable to Small Scale and/or Ancillary industrial suppliers on account of Principal and/or interest as at the close of the year exceeding Rs. One lakh for more than thirty days. The entire manpower of the Company except the Managing Director has been assigned by Hindustan Petroleum Corporation Limited (HPCL), the Holding company on full time basis. The Managing Director of the Company continues his lien with HPCL and his salary and other emoluments are administered by HPCL. Accordingly, no provision has been made for retirement benefits in the books of the Company and Section 217 (2A) of the Companies Act, 1956 is not applicable for the Company. A provision for Income Tax of Rs. 5357/- (Previous Year Rs. 3864/-) has been made on the interest received on term deposit with the Bank as per the rates applicable under Income Tax Act, 1961. The amount of cenvat claim in Schedule-7 represents excise duties and counter vailing duties paid by the Company which shall be utilized as a set off from the excise duty payments. Information pursuant to the provision of paragraph 3, 4C and 4D of part II of Schedule VI of the Companies Act, 1956. a. As the Company is in process of construction of Refinery and its associated facilities, hence information containing in paragraph 3 and 4C of Part II of Schedule VI is not applicable. (Rs./Lakhs) 2004-05 b. 9. Expenditure in foreign currency on account of : Purchase of Books/Magazine 1.11 2003-04 0.16
5.
6. 7. 8.
Contingent Liabilities not provided for in respect of (i) Land Compensation*(plus interest if any) 17326.00* 1649.22 7211.05 17326.00* 1289.00 7110.00
(ii) Claims against the Company not acknowledged as debts 10. Estimated amount of contract remaining to be executed on Capital Account not provided for 11. Related Party disclosure (With H.P.C.L., Holding Company) (i) Issuance of Share Capital
212.00 7.24
1071.00 20.77
190
Statement of Significant Accounting Policies and Notes forming part of Accounts as at 31st March, 2005
(Rs./Lakhs) 2004-05 (iii) Sale of steel plates Qty. Amount (iv) Cost of Employees assigned to Company 12. Managerial Remuneration 8008.47 MT 1399.70 189.15 3201.99 MT 571.80 265.05 2003-04
As Managing Director
(i) Salary and Allowances 6.77 0.29 0.83 1.57 6.14 0.26 0.65 1.12
(ii) Gratuity (iii) Contribution to Provident Fund (iv) Other Benefits 13. Auditors Remuneration (Incl. of service tax) (i) Audit Fees
0.55 0.05
0.54 0.05
(ii) Certification work 14. Amounts due from the Directors to the Company : (i) As on 31.03.2005
Nil Nil
Nil Nil
(ii) Maximum amount due during the year 15. Intangible assets (not internally generated) (i) Assets owned by the Company : Right of Use Amounts paid to Competent Authority for acquiring Right of Use to lay the pipeline and expenditure on investigating the title and measurement of the land. The Right of Use is a perpetual right of use of land but the ownership of the land does not rest with the Company. (ii) Assets not owned by the Company Amount paid for construction and widening of approach roads shown under Capital work in progress (Schedule-3). The ownership of the same rests with Punjab Government.
880.00
739.00
1469.00
1415.00
16. Previous years figures have been regrouped, recast and reclassified wherever necessary. 17. Schedule 1 to 10 form an integral part of the Balance Sheet and Statement of Incidental Expense during Construction. 18. Figures under Schedule 1 to 9 have been rounded off to the nearest rupee.
191
CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands) PUBLIC ISSUE N I L BONUS ISSUE N I L
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands) TOTAL LIABILITIES 3 0 8 0 5 7 4 SOURCES OF FUNDS PAID-UP CAPITAL 2 9 5 7 1 0 0 SECURED LOANS N I L APPLICATION OF FUNDS NET FIXED ASSETS* 2 9 5 2 3 5 6 NET CURRENT ASSETS ( 2 1 2 7 0 ) ACCUMULATED LOSSES N I L IV. PERFORMANCE OF COMPANY (Amount in Rs. Thousands) TURNOVER N I L PROFIT/LOSS BEFORE TAX + N I L EARNING PER SHARE IN RS. N I L
V.
GENERIC NAMES OF THREE PRINCIPAL PRODUCTS OF COMPANY (as per monetary terms) ITEM CODE NO. (ITC CODE) 2 7 1 0 PRODUCT DESCRIPTION B U L K P E T R O L E U M P R O D U C T S ITEM CODE NO. (ITC CODE) PRODUCT DESCRIPTION ITEM CODE NO. (ITC CODE) PRODUCT DESCRIPTION
* Include capital work-in-progress, incidental expenses and advances against capital assets.
M.A. TANKIWALA Managing Director Place : New Delhi Date : May 09, 2005
C. RAMULU Director
192
Cash Flow Statement for the year ended 31st March, 2005
Rupees in Millions 2004-05 2003-04 Cash Flow from Operating Activities Net Profit before Tax and Extraordinary items Adjustments for : Depreciation/Amortisation Interest Dividend received Deletion of Fixed Assets/CWIP Interest received on Long Term Investments Interest received on Fixed Deposits Misc. Expenses to the extent written off (Public Issue Expenses) Provision for Doubtful Debts and write offs Profit on sale of Investment Provision for Loss on Investments Operating Profit before Working Capital changes Adjustments for : Trade Receivables Other Receivables Other Current Assets Inventories Trade and other Payables (38.16) 15.52 (32.63) (55.27) Amounts recoverable from Pool Account Cash generated from operations Provision for taxes (Net) Cash Flow before extraordinary items Extraordinary items Net Cash from operating activities (A) Cash Flow from Investing Activities Purchase of Fixed Assets (incl. Capital Work in Progress/excluding interest capitalised) Sale of Fixed Assets Preliminary expenses Purchase of Investment Redemption of Investments Interest received on Fixed Deposits Interest received on Investments Dividend received Net Cash used in investing activities (B) 20.61 20.61 (128.95) (128.95) (55.27) (55.27) (55.27) (29.49) (40.67) (0.01) 1.06 (69.11) (69.11) (69.11) (69.11)
193
Cash Flow Statement for the year ended 31st March, 2005
Rupees in Millions 2004-05 Cash Flow from Financing Activities Proceeds from issue of Share Capital : Share Allotment/Call monies (incl. Share Premium) Excess Share Application Money (adj.) Proposed public issue expenses Repayment of Loans Loans raised during the year Interest other than for Long Term Loans Interest on Long Term Loans (including interest capitalised) Dividends paid Net Cash used in financing activities (C) Net Increase/(Decrease) in Cash and Cash equivalents [(A) + (B) + (C)] Cash & Cash equivalents as on 1st April (Opening) : Cash on Hand Balances with Scheduled Banks On Current Accounts Others Balances with other Banks Overdrafts from Banks 2003-04
0.16 0.16
Cash & Cash equivalents as on 31st March (Closing): Cash on Hand Balances with Scheduled Banks On Current Accounts Others Balances with other Banks Overdrafts from Banks
0.10 0.10
(0.46)
For R. Vender Gupta & Associates Chartered Accountants Lalit Kumar Partner Place : New Delhi Date : May 09, 2005 S. Malhotra DGM - Finance
194
(A.K. Singh) Principal Director of Commercial Audit & Ex-officio Member, Audit Board-II, New Delhi Place : New Delhi Date : 19.07.2005
Review of Accounts of Guru Gobind Singh Refineries Limtied for the year ended 31st March, 2005 by the Comptroller and Auditor General of India Note: Review of Accounts has been prepared without taking into account the qualifications contained in the Statutory Auditors Report. 1. FINANCIAL POSITION The table below summarises the financial position of the Company under broad headings for the last three years: Rs./Crores As at 31st March, 2003 LIABILITIES a) Paid up Capital i) Government ii) Others b) Reserves & Surplus i) Free Reserves and Surplus ii) Share Premium Account iii) Capital Reserve c) Borrowings from i) Govt. of India ii) OIDB iii) Foreign Currency Loans iv) Cash Credit v) Others d) i) Current Liabilities & Provisions ii) Provision for Gratuity Total As at 31st March, 2004 As at 31st March, 2005
195
Review of Accounts
Rs./Crores As at 31st March, 2003 ASSETS e) Gross Block Less : Depreciation f) Net Block g) Capital work in progress h) i) Producing properties : ii) Less : Depletion iii) Net Amount i) Pre-producing properties j) Investment k) Deferred Tax Asset l) Current Assets, Loans and Advances m) Misc. Expenditure not written off (accumulated project expenditure) n) Accumulated loss Total o) p) q) r) 1. Working capital (m-d(i)) Capital employed (g+i+k+p) Net worth (a+b(i)+b(ii)-n-o) Net worth per rupee of Paid up Capital (in Rs.) 160.52 2.00 158.52 125.88 0.97 2.56 287.93 (14.56) 143.96 269.84 0.99 As at 31st March, 2004 162.70 4.12 158.58 138.72 8.00 2.60 307.90 (7.61) 150.97 289.69 0.99 As at 31st March, 2005 164.06 6.25 157.81 137.42 10.22 2.60 308.05 (2.12) 155.69 293.11 0.99
2.
3.
4. 2.
The working capital of the Company for the year 2002-03, 2003-04 and 2004-05 was (-) Rs.14.56 crores, (-) Rs.7.61 crores and (-) Rs.2.12 crores respectively. The increase in working capital during 2004-2005 was due to decrease in Current Liabilities. The Capital employed of the Company for the year 2002-03, 2003-04 and 2004-05 was Rs.143.96 crores, Rs.150.97 crores and Rs.155.69 crores respectively. The increase in capital employed was due to increase in working capital. The net worth of the Company for the year 2002-03, 2003-04 and 2004-05 was Rs.269.84 crores, Rs.289.69 crores and Rs.293.11 crores respectively. The increase in networth was due to increase in paid up capital of the Company. Decrease in Capital work-in progress is due to sale of Steel plates to HPCL.
WORKING RESULTS Working results of the Company during the last three years are given below: i) ii) iii) iv) v) vi) vii) viii) Sales Less : Excise Duty Net Sales Other or Misc. Income Profit/Loss before tax and prior period adjustment Prior period adjustment Profit/Loss before tax and after prior period adjustment Tax provisions 2002-03 2003-04 2004-05
196
Review of Accounts
Rs./Crores 2002-03 2003-04 2004-05
ix) Profit after tax x) Prepaid dividend As the Management of the Company has put on hold all the major activities pertaining to the refinery, hence there was no sales/income. 3. RATIO ANALYSIS Some important ratios on the financial health and working of the Company at the end of last 3 years are given below : Percentage 2002-03 A) Liquidity Ratio Current Ratio : (Current Assets to Current Liabilities and Provisions and Interest Accrued and due but excluding Provision for Gratuity) 0.06 2003-04 0.51 2004-05 0.83
B) Debt Equity Ratio Long Term Debt to Net Worth [c(i) to c(v) but excluding the Short-Term Loans] C) Profitability Ratio Profit before tax to a) i) Capital Employed ii) Net Worth iii) Sales b) Profit after tax to equity capital c) Earnings per share (in Rs.) of Rs. 100 each 4. SOURCES AND USES OF FUNDS Sources of Funds (Equity contribution) Funds from operations Profit after tax Capital reserve addition Project Expenditure written off Depreciation (Increase) Deferred Tax Asset Increase in Borrowings Total Utilisation of funds Increase in Fixed Assets Increase in Working Capital Investment Repayment of OIDB Loan Increase in Misc. expenditure (Project Expenditure) Decrease in Capital work-in-progress Total
Nil
Nil
Nil
Nil
Nil
Nil
197
Review of Accounts
Rs./Crores 5. SUNDRY DEBTORS Year Debts Considered good 2.95 6.76 Provision for Doubtful Debts Total Debtors 2.95 6.76 Sales Percentage of Debtors to Sales
The Sundry debtors have increased from Rs.2.95 crores in 2003-2004 to Rs.6.76 crores in 2004-2005 6. INVENTORY Inventory position as at the end of last three years was as follows: i) ii) iii) iv) Stores and Spares Capital Stores Stock-in-trade Others 2002-03 2003-04 2004-05
As the Management of the Company has put on hold all the major activities pertaining to the refinery, hence there was no sales/income.
(A.K. Singh) Principal Director of Commercial Audit & Ex-officio Member, Audit Board-II, New Delhi Place : New Delhi Date : 14.07.2005
198
Corporate Governance
Your Company adopts the best corporate governance practices in order to maintain transparency, accountability and ethics. A. Board Meetings : During the year ended 31st March, 2005, four Board Meetings were held on the following dates : 29th April, 2004 28th July, 2004 26th October, 2004 25th January, 2005
Yes
No
Nil
Shri D.S. Mathur B.Tech, Director M.Sc., PGDPE Shri N.K. Puri* Director DME
Yes
1. HPCL 2. PPCL 1. 2. 3. 4. 5. 1. 2. 3. 4. HPCL PMHB MRPL BGL SALPG HPCL HINCOL PPCL SALPG
No
Yes
No
Member Audit Committee : a) GGSRL b) HPCL c) BLIL Member Investor Grievance Committee : HPCL
199
Corporate Governance
Names of Directors Academic Qualifications
(Contd.)
No. of No. of Attendance Board Meetings at the last Meetings attended AGM held
Memberships held in Committee as specified in Clause 49 of the Listing Agreement Chairman Audit Committee : a) HPCL b) Rain Calcining Ltd. c) GGSRL Member Remuneration Committee : Rain Calcining Ltd. Chairman Shareholders' Investor Committee : Rain Calcining Ltd. Nil
No
1. Rain Calcining Ltd. 2. KSK Energy Ltd. Ventures Ltd. 3. HPCL 4. Delhi Power Co. Ltd. 5. Small Scale Sustainable Infrastructure Development Board
Yes
Nil
* Retired on attaining the age of superannuation on 30/04/2004. ** Ceased to be Director effective 29/10/2004. *** Appointed as Director effective 14/05/2004. B. Audit Committee : An Audit Committee has been constituted comprising of the following members: 1. 2. 3. Shri T.L. Sankar, Director - Chairman of the Audit Committee Shri D.S. Mathur, Director - Member of the Audit Committee Shri C. Ramulu, Director - Member of the Audit Committee
The Committee reviewed the accounts for the financial year 2004-05 of the Company before it was submitted for consideration of the Board. C. Details of Annual General Meetings : Location and time, where last two Annual General Meetings of the Company held : Year 2002-03 Location Kailash Building, 7th floor, 26, K.G Marg, New Delhi - 110 001. Petroleum House 17, Jamshedji Tata Road, Mumbai - 400 020. Date 08.09.2003 Time 5.30 p.m.
2003-04
29.09.2004
3.00 p.m.
200
HPCL stall at the 6th International Petroleum Conference and Exhibition held in January 2005 at New Delhi (PETROTECH 2005)