DIRECTORS' REPORT DEAR MEMBERS On behalf of the Board of Directors, It gives me immense pleasure in presenting to you the sixty-third Annual Report on the working of the Company, together with the Audited Financial Statement for the financial year ended 31st March, 2015 SALES/INCOME FROM OPERATIONS Your Company has achieved sales/income from operations of Rs. 2,17,061.11 crores as compared to Rs. 2,32,275.82 crores in 2013-14. PROFIT Your Company has earned gross profit of Rs. 6,831.86 crores as against Rs. 6,140.31 crores in 2013-14 and profit after tax of Rs. 2,733.26 crores as compared to Rs. 1,733.77 crores in 2013-14 DIVIDEND Your Directors, after taking into account the financial results of the Company during the year, have recommended dividend of Rs. 24.50 per share for the year 2014-15 as against Rs. 15.50 per share paid for the year 2013-14. The dividend for 2014-15, including dividend tax provision will absorb Rs. 998.53 crores (2013-14: Rs. 614.07 Crores). INTERNAL RESOURCES GENERATION The Internal Resources generated were Rs. 3,901.05 crores as compared to Rs. 3,618.23 crores in 2013-14. CONTRIBUTION TO EXCHEQUER Your Company has contributed a sum of Rs. 40,752.42 crores to the exchequer by way of duties and taxes, as compared to Rs. 36,423.47 crores in 2013-14. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (i) In the preparation of the Annual Accounts, 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, 2015 and of the Statement of Profit and Loss 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) The Company has prepared the Annual Accounts on a going concern basis. (v) The Company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. (vi) The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. MEMORANDUM OF UNDERSTANDING (MOU) WITH GOVERNMENT OF INDIA Your Company has been signing a Memorandum of Understanding (MOU) with the Ministry of Petroleum & Natural Gas. The performance of the Corporation of the year 2014-15 qualifies for "Excellent" rating basis self-evaluation. REFINERY PERFORMANCE During the year 2014-15, your refineries have maximized crude processing which enabled a combined refining thruput of 16.18 MMT (15.51 MMT in 2013-14) which is 109% of the installed capacity. The Overall MoU Rating for your refineries for parameters like Distillate yields, Specific Energy Consumption, Capacity utilization and Operational Availability, stands at "Excellent" level. Your refineries have made remarkable progress in improving yields of value added products and thus recorded best ever combined distillate yield of 77.5% against a target of 74.9%. This was facilitated by robust secondary processing/treating facilities at both of our refineries i.e. FCCs and DHDS/DHT which achieved highest ever thruput and thus maximized production of transportation fuels. To meet Euro-IV specifications for diesel, your refineries have set up Diesel Hydrotreater Units (DHT) with associated facilities at both Mumbai and Visakh Refineries. MR commissioned the facility during 2013-14 while VR commissioned it during 2014-15. The DHT units at both refineries were operated on sustained basis during the year and thus helped record best ever HSD production crossing the 6 Million Tons mark during 2014-15.In addition, the refineries have recorded the best ever MS production of 2.7 MMT during the year. In order to reduce Suspended Intermediate Matter (SPM) and Sulphur emissions, our refineries have taken initiatives to install FGD (Flue Gas Desulphurization) facilities. Accordingly, all 4 FCCs were provided with FGD facilities at both refineries. These would enable the refineries to have flexibility to enhance High Sulphur crude processing as well. HPCL R&D wing has developed "New Generation 'HP-HiGAS Technology' for Absorption / Separation applications with the help of this Technology. The size of process columns could be reduced to 1/10th of the size of the existing columns with the same processing capacity. HPCL has set-up and successfully commissioned a commercially viable HiGAS unit at Visakh Refinery for removal of H2S from Refinery Fuel Gas using Amine as absorbent. Mumbai refinery has achieved 100% recycling of effluent treated in 'Integrated Effluent Treatment Plant' (IETP), making it a 'Zero Liquid Discharge' ETP since April, 2014. Treated Water recycled in the year 2014-2015 was 5,74,343 KL, resulting in equivalent amount of water saving to the community. Visakh Refinery suffered a setback due to cyclone HUDHUD that hit the east coast of India on 12th October, 2014, when as a precautionary measure, refinery units were shut down. This affected the refinery crude thruput and production of petroleum products. All out efforts were put in to restore normalcy and bring the refinery back to normal operations by the 4th week of October, 2014 after repairs. Despite this setback HPCL ensured that there was no shortfall in petroleum products during this recovery time. As per good Refinery practices, Turnaround of every petroleum refining unit has to be taken up every 4 years. Visakh Refinery successfully handled highest no. of equipment volume of T&I jobs in April, 2014 during MS Block TA, which involved 4 major units viz. NHT-CCR, FCC NHT, NIU, NLU and VRCFP Flare. The turnaround was completed within scheduled period of 35 days. To regain operational efficiency, Mumbai Refinery took up T&I for FR (APS & VPS), LR VPS, PDU and SEU - I & II for a period of 45 days (oil out to oil in). Through disciplined monitoring and consistent efforts the TA was successfully completed. Our refineries disposed scrap of 10,102 MT (5,066 MT at MR and 5,036 MT at VR). 9 LPG/propylene spheres at VR and 4 LPG spheres at MR were dismantled thereby generating space for VREP and MRMP respectively. The particulars with respect to conservation of Energy, Technology Absorption, Foreign Exchange Earning & Outgo are detailed in Annexure I. The particulars relating to control of Pollution and Other initiative by Refineries are listed in Annexure II of Directors' Report. Mumbai Refinery The year 2014-15 has been remarkable for Mumbai Refinery with the crude thruput of 7.41 MMT as against installed capacity of 6.50 MMT with capacity utilization of 114 %. The Distillate yields achieved during the year was 75.9 %. The Fuel & Loss of 7.4 % was better than the target of 7.6 %. Mumbai Refinery achieved Specific Energy Consumption (MBTU/BBL/NRGF) of 79.7 against MoU Excellent target of 82.0. The refinery recorded best ever production Viz. HSD and LOBS (SPO II & SPO 90 N) production through efficient utilization of assets during 2014-15. Visakh Refinery Visakh Refinery achieved crude thruput of 8.77 MMT as against installed capacity of 8.30 MMT with capacity utilization of 106 %. Refinery achieved best ever Distillate yield of 78.8 % during the year. Energy conservation measures have helped in achieving best ever Specific Energy Consumption (MBTU/BBL/NRGF) of 82.7 against MoU Excellent target of 84. The Fuel & Loss of 7.4 % was in line with target in spite of the commissioning and sustained operation of DHT unit. The refinery recorded best ever production of LPG, MS and HSD through efficient utilization of assets during 2014-15. MARKETING PERFORMANCE During the year 2014-15 your Corporation has achieved sales volume (including exports) of 31.95 Million Tonnes as against 30.96 Million Tonnes recorded in 2013-14. HPCL recorded a growth of 2.3% in domestic Sales over the sales volume of the previous year, and amongst public sector oil companies increased its market share to 20.94% as on 31st March, 2015 from 20.90% recorded in the previous year. During the year, your Corporation commissioned 380 new Retail Outlets, which include 101 retail outlets in the rural areas taking the total tally to 13,233 Retail Outlets. Your Corporation achieved a sales volume of 21.39 Million Tonnes and increased its market share in MS and HSD (combined) by 0.05%. In the LPG business line, your Corporation achieved a highest ever sales volume of 4.670 Million Tonnes and enrolled 42.26 Lakhs new Gas customers taking their total to 477 lakhs as on 31st March, 2015. In order to provide LPG to rural India, your Corporation commissioned 366 distributors under the Rajiv Gandhi Gramin LPG Vitaran Yojana. Your Corporation also commissioned 159 Regular LPG distributors. The Direct Sales Business line comprises of Industrial & Commercial (I&C) and Lubes & Greases. Your Corporation achieved a sales volume of 3.97 Million Tonnes in the I & C segment and in the Lubes & Greases segment the sales recorded was 445 TMT. Products which recorded market share gains were MS, HSD, Furnace Oil, LSHS and Bitumen packed. In the Aviation Business line, your Corporation achieved sales volume of 504 TMT during the year. In the Natural Gas segment, 7.9 TMT of LNG was sold for the first time during the year 2014-15. A thruput of 44.38 Million Tonnes was handled by the POL installations and your Corporation's pipeline network achieved a thruput of 14.91 Million Tonnes during the year. TREASURY MANAGEMENT During the year 2014-15, interest costs came down by nearly 47% from Rs. 1,336 crores to Rs. 707 crores. The borrowings of your company were also substantially lower by 37% from Rs. 32,166 crores in the beginning of the year to Rs. 20,335 crores at the close of the year. These achievements were made possible by effective and proactive Treasury management, aided by the fall in the international prices of crude and petroleum products. Leveraging the image of credit-worthiness of your Company amongst international bankers and investors, high cost loan of USD 400 million was refinanced at significantly lower cost during the year resulting in savings of about Rs. 50 crores over the tenure of the loan. Your Company continued with the strategy of dependence on Foreign Currency loans. Revolving line of credit in USD was also effectively utilized to manage changes in fund requirement. Your Company initiated the process of international credit rating with M/s Fitch Ratings and has obtained Long-Term Issuer Rating of "BBB-/Stable" from them, which is at par with the sovereign rating of India. VIGILANCE During the year, taking ahead the concept of Vigilance for Governance, emphasis was laid on Preventive and Participative Vigilance by having regular interactions with employees and other stakeholders, carrying out surprise inspections, ensuring transparency in procurement, scrutiny of property returns filed by employees, coordination with agencies like CBI, CVC,MOP&NG etc. This was in addition to investigation of complaints received from offices of MOP&NG, CVC, CBI and other sources. Review of operating areas for system improvements such as the process of inventory management at Refinery warehouses, Retail outlet automation effectiveness, Terminal operational arrangement with IOTL, COMCO operations etc., was carried out during the year. INDUSTRIAL RELATIONS Your Corporation maintained its thrust for maintaining industrial harmony which, it believes, is a pre-requisite for sustainable growth. The focus was on increased communication, productivity enhancement and employee wellbeing. The Unions and workmen demonstrated their commitment to achieve organisational objectives thru' partnering in the various processes for increase in productivity, optimum deployment of human capital and commissioning of new Units/ rationalisation of Shifts. Settlements were signed with various Unions in Mktg. Division/ Mumbai Refinery in the areas of Productivity Enhancement, Outsourcing/ Closure of Operations, Redeployment etc. which amply demonstrate the healthy IR climate in the Corporation. Performance management system for non-management employees was made more robust in order to assess their performance as well as for their competency development. During the year, two programmes with an objective to enhance the leadership capabilities of our Union Representatives on Leadership Development were conducted. A new training programme titled "nam" (Prerna) was designed to develop awareness among Contract Workmen regarding safety at workplace, to improve the work-life balance by imparting awareness on stress management, time management, relationship management, importance of health and hygiene and to augment their financial acumen by providing information on financial planning, benefits under various Social Security Schemes launched by Government of India etc. OFFICIAL LANGUAGE IMPLEMENTATION Office Language Implementation (OLI) has been given the utmost importance in the Corporation. To promote implementation of Official Language with the spirit of persuasion and motivation, various programs like Hindi Pakhwada, Hindi workshops, Hindi Coordinators Conferences, Zonal OL Conferences were organized. Your Corporation continues to Head the Town Official Language Implementation Committee (TOLIC) in Mumbai for Government Undertakings/Corporations since its formation in 1983. CORPORATE SOCIAL RESPONSIBILITY Your Corporation believes in shared value creation and interdependency of business and stakeholders. In line with this, the revised CSR policy of the corporation pens down the philosophy of HPCL CSR, defines the ambit of CSR and brings uniformity in various operations and functionalities of the structure and its activities. During 2014-15, the corporation invested Rs. 34.07 Crores in the implementation of various CSR initiatives in the focus areas of Childcare, Education, Healthcare, Skill Development, Sports, Environment and Community Development, creating social capital, especially in the host communities of the business. The Committee had approved the CSR policy and the Budget. The CSR policy is uploaded on Company's website. Further, the Report on CSR Activities/ Initiatives is enclosed as Annexure III. Weblink to CSR Policy - <http://www.hindustanpetroleum.com/csrpolicy> Weblink to Projects and Programs - <http://www.hindustanpetroleum.com/csrprojects> CORPORATE GOVERNANCE The Corporation has complied with the requirements of Corporate Governance as provided under Clause 49 of the Listing Agreement and DPE Guidelines on Corporate Governance, with the exception of appointment of Independent Directors to the level of 50% of the total strength of the Board. The matter is being pursued with the Administrative Ministry. The detailed Corporate Governance Report forms part of this Annual Report separately. MANAGEMENT DISCUSSION & ANALYSIS REPORT A detailed Management Discussion and Analysis Report is given separately. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES Your Company being a Government Company, is exempted from the provision of Section 197 of the Companies Act, 2013 vide Ministry of Corporate Affairs (MCA) Notification dated 05.06.2015. The details regarding the number of women employee's vis-a-vis the total number of employees in each group is also given in Annexure IV. FINANCIAL STATEMENTS OF SUBSIDIARIES In terms of Proviso to Section 136 (1) of the Companies Act, 2013, Company will place separate audited accounts in respect of each of its subsidiary on its website & also provide a copy of separate audited financial statement in respect of each of its subsidiary, to any shareholder of the company who asks for it. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. COST AUDIT The Cost Audit for the financial year 2013-14 was carried out and the Cost Audit Reports were filed with the Ministry of Corporate Affairs before the stipulated date of filing. DIRECTORS HPCL Board presently comprises of 7 Directors. The Whole Time Directors are Ms. Nishi Vasudeva (Chairman &Managing Director), Shri Pushp Kumar Joshi (Director - HR), Shri K.V. Rao (Director - Finance), Shri B.K. Namdeo (Director -Refineries) and Shri Y.K. Gawali (Director - Marketing). The Part-Time Ex-Officio Director is Shri Sandeep Poundrik. The Part-Time Non Official Director(Independent) Director is Dr. Gitesh K. Shah. The following are the details of directors' appointment/ cessation: > S/Shri G.K. Pillai, A.C. Mahajan and Dr. G. Raghuram who have joined the HPCL Board on April, 09, 2012 ceased tobe Part-Time Non Official Directors of the Corporation effective April 08, 2015 on completion of their tenure of 3 years. Shri Rohit Khanna ceased to be Director of HPCL Board effective September 5, 2014. The Board places on record their sincere appreciation to S/Shri G.K. Pillai, A.C. Mahajan, Dr. G. Raghuram & Shri Rohit Khanna for the valuable services rendered by them during their tenure as Directors of the Corporation. > Dr. S.C. Khuntia, who have joined HPCL Board effective August 03, 2012 has ceased to be Part-Time Ex-Officio Director in HPCL effective June 15, 2015. Shri R. K. Singh who joined HPCL Board effective June 26, 2013 has ceased to be a part time Ex-Officio Director effective October 15, 2014. > Shri Y.K. Gawali, Director Marketing and a Whole Time Director was appointed as Additional Director on the Board of HPCL effective October 10, 2014. > Shri Sandeep Poundrik, Part-Time Ex-Officio Director, was appointed as Additional Director on the Board of HPCL effective October 16, 2014. > Shri Gitesh K. Shah, who joined HPCL Board on February 26, 2013 as Part-Time Non Official Director continue to be Director of the Corporation. > Ms. Nishi Vasudeva, Chairman and Managing Director, S/Shri Pushp Kumar Joshi - Director HR, K.V. Rao - Director Finance and B.K. Namdeo - Director Refineries continue as Whole Time Directors of the Corporation. > As per the provisions of Section 152 of the Companies Act, 2013, Shri K.V. Rao and Shri B.K. Namdeo retire by rotation at the next Annual General Meeting and being eligible, offer themselves for re-appointment. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR > Shri Y K Gawali was appointed as Additional Director & Director-Marketing on the Board of HPCL effective October 10, 2014. > Shri Sandeep Poundrik was appointed as Additional Director & Part-time Ex-Officio Director on the Board of HPCL effective October 16, 2014. > Shri Rohit Khanna, who was appointed as Additional Director by the Board effective September 27, 2013 has ceased to be Director effective September 05, 2014. NUMBER OF MEETINGS OF THE BOARD During the year nine Board meetings were convened and held. The details of which are given in corporate governance report. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HPCL being a Government Company, the performance evaluation of the Company is carried by the Administrative Ministry through the process of Memorandum of Understanding every Financial Year. Further there is also performance evaluation of Functional Directors by MOP&NG. MCA has now exempted Government companies from the provision of Section 134 (3)(p) of the Companies Act, 2013 vide Notification dated 05.06.2015. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION Your Company being a Government Company, is exempted to furnish information under Section 134 (3) (e) of the Companies Act, 2013 vide MCA Notification dated 05.06.2015. POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSONS AND OTHER EMPLOYEES HPCL being a Government Company, the remuneration payable to the Key Managerial Persons (KMP) and other employees is fixed by the Government of India. However, payment like Performance Related Pay is placed for the approval of the Nomination and Remuneration Committee. DECLARATION BY INDEPENDENT DIRECTORS All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement. Statement of declaration required under Section 149(6) have been obtained from the Independent Directors. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed Shri Upendra Shukla, Practising Company Secretary to undertake the secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure V. There is no qualification, reservation or adverse remark made by the company secretary in practice in his Secretarial Audit Report. EXTRACT OF ANNUAL RETURN Pursuant to section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure VI. INTERNAL FINANCIAL CONTROLS Your Company has put in place a mechanism to ensure that the effectiveness of its Internal Control Framework is assessed on an ongoing basis, and corrective steps are taken, wherever required. As part of this exercise, the design of internal control, and its operating effectiveness, for the key business processes is tested by independent experts. Based on the review carried out, independent experts have confirmed that they are satisfied with the effectiveness and adequacy of HPCL's internal controls over financial reporting. The entire activity of review and assessment of Internal Controls is carried out under the guidance of a Core Committee set-up for this purpose. RISK MANAGEMENT POLICY HPCL has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. These self-regulatory processes and procedures are contained in our Risk Management Charter and Policy. The Company has a structured and comprehensive Risk Management framework, under which the risks are identified, assessed, monitored and reported, as a part of normal business practice. HPCL has leveraged technology to seamlessly integrate and automate the entire process of risk monitoring and reporting, which also facilitate company-wide process of managing the risks. HPCL's risk management system is fully aligned with the corporate and operational objectives. The Company has engaged the services of independent experts to assist in continued implementation of effective Risk Management framework. In that direction, Risk Management Steering Committee (RMSC) continues to provide its guidance. The Company has put in place mechanism to inform Board Members about the risk assessment and minimization procedures, and periodical review to ensure that executive management controls risks by means of a properly defined framework. VIGIL MECHANISM / WHISTLE BLOWER POLICY HPCL being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters. HPCL has a Whistle Blower Policy approved by the Board and the details are placed on the Website of the Corporation. Weblink of whistle blower policy is stated herein below:- Weblink:- https://www.hindustanpetroleum.com/documents/pdf/Whistle_Blower_policy.pdf RELATED PARTY TRANSACTIONS The details of transactions entered into with the Related Parties during the year 2014-15 are enclosed as Annexure VII. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES The details on the performance and financial position of Subsidiary, Associate and Joint Venture Companies are given in Management Discussion & Analysis Report. Further, Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule (5) of the Companies (Accounts) Rules, 2014, the salient features of Financial Statement of Subsidiary and Joint Ventures in Form AOC -1 forms part of this Annual Report Separately. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE (a) Companies become HPCL's Subsidiaries, Joint Ventures or Associates: - Mumbai Aviation Farm fuel facilities Pvt Ltd. (b) Companies cease to be HPCL's Subsidiaries, Joint Ventures or Associates: There is no company, which has ceased to be HPCL's subsidiary, Joint venture or Associate during the year. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the company and its future operations. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Corporation has constituted Internal Complaints Committees (ICC). During the year 02 complaints were received by the Corporation and the same were investigated and resolved as per the provisions of the Act. PROCUREMENT OF GOODS & SERVICES FROM MSES: In line with the Public Procurement Policy for Micro & Small Enterprises (MSEs) Order, 2012, for the year 2014-15, against the set target of 18.51% HPCL has achieved 19.59% (Rs. 1138.07 crores) procurement of goods & services from Micro & Small Enterprises and a target of 20% has been set for the year 2015-16. 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 Company 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 endeavors of the Company. For and on behalf of the Board of Directors NISHI VASUDEVA Chairman & Managing Director Date : 26.06.2015 |