In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment
of Shri Harshadkumar P. Shah as an Independent Director is now placed before the Members at the General Meeting
for approval.
A copy of the letter of appointment as an Independent Director setting out the terms and conditions is available for
inspection by the Members at the Registered Office of the Company.
Shri Harshadkumar P. Shah holds a Bachelor Degree in Maths. His brief resume containing his age, qualifications,
expertise etc. is annexed herewith.
The Board of Directors accordingly recommends the passing of the proposed Ordinary Resolution as contained in the
Notice by Members of the Company.
Shri Harshadkumar P. Shah is interested in the Resolution to the extent as it concerns his appointment. None of the
other Directors or Key Managerial Personnel or their relatives has any concern or interest, financial or otherwise, in
passing of the said Ordinary Resolution.
Item No.9: Approval of Material Related Party Transactions
Bharat Oman Refineries Limited (BORL) is a Joint Venture Company between Bharat Petroleum Corporation Limited
(BPCL) and Oman Oil Company (OOC). The present shareholding of the Company as on 31st March 2019 is 50%
each by BPCL and OOC. BORL is a related party within the meaning of Section 2(76) of the Companies Act, 2013 and
Regulation 23(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”).
In terms of the Listing Regulations, the contracts, arrangements and transactions relating to transfer or receipt of
products, goods, materials, services, other resources and obligations with BORL are material in nature if the transactions
entered into or to be entered into individually or taken together with previous transactions during the Financial Year
exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of
the Company. Accordingly, the contracts, arrangements and transactions with BORL require the approval of Members
of the Company through an Ordinary Resolution and the related parties shall abstain from voting on such a Resolution.
The particulars of contracts, arrangements and transactions are as under:
(a) Name of the Related Party: Bharat Oman Refineries Limited (BORL)
(b) Name of the Director or Key Managerial Personnel (KMP) who is related: None (other than Shri Rajkumar
Duraiswamy, Shri Ramamoorthy Ramachandran and Shri Neelakantapillai Vijayagopal to the extent of being
common Board members and nominee Directors of BPCL).
(c) Nature of relationship: Bharat Oman Refineries Limited (BORL) is a Joint Venture Company between Bharat
Petroleum Corporation Limited (BPCL) and Oman Oil Company (OOC).
(d) Nature, Material Terms of contracts, arrangements and transactions: purchase of products- Crude oil, MS, HSD,
LPG, Naphtha, SKO, ATF, project materials etc.; sale of goods- Crude oil, lubricants etc; interest income on
loans; rendering/receiving of services; canalysing commission, demurrage, port charges, employee deputation,
lease rental etc.
(e) Monetary value: The actual value of material transactions falling under Regulation 23(1) of the Listing Regulations
for the Financial Year 2018-19 was ` 34,040.13 crore. The estimated value of material transactions falling under
Regulation 23(1) of the Listing Regulations for the Financial Year 2019-20 is: ` 39,146.15 crore. Ten percent
of the annual consolidated turnover of the Company as per the last audited financial statements of the Company
for the Financial Year 2018-19 is ` 34087.91 crore. The annual material related party transaction exceed/
may exceed ten percent of the annual consolidated turnover of the Company as per the latest audited financial
statements of the Company for the respective Financial Years based on the subsisting contracts, arrangements
and transactions entered into or to be entered into;
(f) Any other information relevant or important for the Members to make a decision on a proposed transaction:
Transactions entered into on arm’s length basis and in the ordinary course of business.
The Board of Directors, accordingly, recommends the passing of the proposed Ordinary Resolution as contained
in the Notice by Members of the Company.
The Directors or Key Managerial Personnel or their relatives, except as stated in (b) Directors, do not have any
concern or interest, financial or otherwise, in passing of the said Ordinary Resolution.
22 Bharat Petroleum Corporation Limited
