NAGARJUNA OIL REFINERY LIMITED - Bombay Stock · PDF file1 nagarjuna oil refinery limited notice is hereby given that the fifth annual general meeting of nagarjuna oil refinery limited

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NAGARJUNA OIL REFINERY LIMITED

Board of Directors

K S RajuChairman

Chandra Pal Singh YadavNominee of KRIBHCO

Dr. N C B Nath

S R Ramakrishnan

D Ranga Raju

Lalitha Raghuram

K Rahul Raju

K Soma RajuManager

Registered Office8-2-248, Nagarjuna Hills, Punjagutta,Hyderabad - 500 082INDIA

CIN : L23200AP2010PLC071242

Websitewww.norl.co.in

Auditors

M/s. M Bhaskara Rao & Co.,Chartered AccountantsHyderabad - 500 082.

Ankita MathurCompany Secretary

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NOTICE IS HEREBY GIVEN THAT THE FIFTH ANNUAL GENERAL MEETING OFNAGARJUNA OIL REFINERY LIMITED WILL BE HELD AT 12.00 NOON ONTUESDAY, SEPTEMBER 29, 2015, AT SRI SATYA SAI NIGAMAGAMAM,8-3-987/2, SRINAGAR COLONY, HYDERABAD - 500 073 TO TRANSACT THEFOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To receive, consider and adopt the Fifth Annual Report of theCompany, Balance Sheet as at March 31, 2015, the Statement of Profitand Loss for the financial year ended March 31, 2015, the Cash FlowStatement for the financial year ended March 31, 2015 and theReports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Chandra Pal Singh Yadav withDIN No. 00023382 who retires by rotation and is eligible for re-appointment.

3. To consider and if thought fit, to pass with or without modification(s)the following resolution which will be proposed as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 139 of theCompanies Act, 2013 and the rules made thereunder, the consent ofthe Members be and is hereby accorded for the ratification of theappointment of Statutory Auditors of the Company, M/s. M BhaskaraRao and Co., Chartered Accountants, Hyderabad, to hold office fromthe conclusion of the 5th Annual General Meeting up to theconclusion of the 6th Annual General Meeting of the Company onsuch remuneration as may be fixed by the Board of Directors duringthe term of appointment i.e., from the conclusion of the 4th AnnualGeneral Meeting to the conclusion of the 9th Annual GeneralMeeting.”

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s)the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 andother applicable provisions of the Companies Act, 2013 and the Rulesmade thereunder read with Schedule IV to the Companies Act, 2013,Ms. Lalitha Raghuram with DIN No. 07161344, who was appointedas an Additional Director of the Company by the Board of Directors interms of Section 161 of the Companies Act, 2013 and in respect ofwhom the Company has received a notice in writing from a memberunder Section 160 of the Companies Act, 2013 proposing Ms. LalithaRaghuram for the office of Director of the Company, who meets thecriteria for independence under Section 149 of the Companies Act,2013, be and is hereby appointed as an Independent Director of theCompany to hold office upto the conclusion of the 10th Annual GeneralMeeting, not liable to retire by rotation.”

5. To consider and if thought fit, to pass with or without modification(s)the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 180(1)(c) and other applicableprovisions, if any, of the Companies Act, 2013 and the Rules madethereunder, as amended from time to time, consent of the Companybe and is hereby accorded to the Board of Directors of the Company(hereinafter referred to as the “Board”, which term shall be deemedto include any Committee of the Board constituted to exercise itspowers, including the powers conferred by this Resolution) to borrow

any sum or sums of money from time to time which together with theloans obtained from the Company’s bankers in the ordinary courseof business may exceed at any time in aggregate of the paid-up capitalof the Company and its free reserves (that is to say, reserves not setapart for any specific purpose) upto a sum not exceeding Rs. 1500crore (Rupees One Thousand Five Hundred crores only) and that theDirectors be and are hereby empowered and authorized to arrangeor fix the terms and conditions of all such moneys to be borrowedfrom time to time as to interest, repayment, security or otherwisehowsoever they may think fit.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised totake all such steps as may be necessary to give effect to thisResolution.”

6. To consider and if thought fit, to pass with or without modification(s)the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 180(1)(a) and other applicableprovisions, if any, of the Companies Act, 2013 and the Rules madethereunder, as amended from time to time, consent of the Companybe and is hereby accorded to the Board of Directors of the Company(hereinafter referred to as the “Board”, which term shall be deemedto include any Committee of the Board constituted to exercise itspowers, including the powers conferred by this Resolution) tomortgage and/or create charge on all immovable or movableproperties or such other assets of the Company wherever situate,present or future and/or with the power to enter upon and takepossession of the assets of the company in certain events on suchterms and conditions and at such time or times and in such form ormanner, as it may think fit, to or in favour of the Financial Institutions,Banks, Trustees for Debenture holders, Trustees of ECBs and/or Bondsissued/proposed to be issued to secure the term loans, debentures,ECBs, Bonds and all other types of loans and/or indebtedness,together with interest, cost, charges, expenses and other moniesincluding premium, payable in the above connection in terms of theagreement to be entered into between the company and FinancialInstitutions, Banks, Trustees for Debenture holders, Trustees of ECBsand/or Bonds issued, such security to rank pari-passu with, or secondor subservient to, the mortgages and/or charges already created orto be created by the company or in such manner as may be agreed tobetween the concerned parties as may be thought expedient by theBoard and further that the Board be and is hereby authorized tofinalize and execute the documents and any other documents,papers and writings for creating the aforesaid mortgage and/orcharges and to do all such acts, deeds and things, as may be necessaryfor implementing this execution”

“RESOLVED FURTHER THAT the Board be and is hereby authorised totake all such steps as may be necessary to give effect to thisResolution”

By Order of the Board

Ankita MathurHyderabad Company SecretaryJuly 23, 2015 M.No ACS 24358

NOTICE

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NOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED

TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF ANDSUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOTEXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TENPERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYINGVOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OFTHE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTSMAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALLNOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. The Explanatory Statement setting out material facts pursuant toSection 102(1) of the Companies Act, 2013 with respect to the SpecialBusiness set out in the Notice is annexed.

3. Instrument of proxies in order to be effective must be deposited atthe Company’s registered office not less than 48 hours before themeeting.

4. Pursuant to the provisions of Section 108 of the Companies Act, 2013read with Rule 20 of the Companies (Management andAdministration) Rules, 2014 and Clause 35B of the Listing Agreemententered into with the Stock Exchanges, the Company is providingremote e-voting facility of casting votes using an electronic votingsystem from a place other than venue of the general meeting andvoting at the general meeting through the ballot form on all theresolutions set forth in the Notice to the 5th Annual General Meetingto be held on Tuesday i.e., September 29, 2015 at 12.00 Noon.

The Company has engaged the services of Central Depository Services(India) Limited to provide remote e-voting platform to theshareholders.

Please refer to the detailed instructions on remote e-voting at pageno. 35 of the Annual Report .

5. Shareholders holding shares in demat form and shareholders whohave registered their email id with the Company will also receive theremote e-voting instructions by email.

6. Shareholders who do not have access to remote e-voting facility mayuse the enclosed Ballot Form and send their assent or dissent on orbefore close of business hours (5.30 PM) of September 28, 2015.

7. Members are requested to notify immediately the change, if any, ofthe address registered with the Company.

8. Members desiring to seek any information on the annual accountsare requested to write to the Company at an early date to enablecompilation of information.

9. The Register of Members and the Share Transfer Books will remainclosed from September 22, 2015 to September 29, 2015 (both daysinclusive).

10. The Company has paid the listing fees for the year 2015 – 2016 to TheBombay Stock Exchange and the National Stock Exchange of IndiaLimited, Mumbai, where the securities of the Company are listed.

11. Members whose shareholding is in the electronic mode arerequested to inform change of address, notifications and updates ofbank account details to their respective Depository Participants.

12. Members are requested to update the bank account number allottedafter implementation of Core Banking Solutions (CBS) to the Companyin case of shares held in physical form and to DP in case of sharesheld in demat form.

13. Members are requested to address all correspondences to theCompany’s Registrars and Share Transfer Agents, XL Softech SystemsLimited, 3, Sagar Society, Road No 2, Banjara Hills, Hyderabad, 500034, India.

14. The Annual Report 2014-2015 along with the Notice of the 5th AnnualGeneral Meeting, instructions on remote e-voting, ballot form,attendance slip and proxy form is being mailed in electronic mode toall the members whose email addresses are registered with theCompany/Depository Participant unless communication is receivedto the contrary. Printed copies of the documents shall be mailed tomembers who have not registered their email addresses with theCompany/Depository Participant or have specifically requested forthe same.

The Notice of the 5th AGM alongwith the Annual Report is alsoavailable on the Company’s website - www.norl.co.in

15. Shareholders who have not furnished their e-mail ids are requestedto furnish the same to enable the Company forward all the requisiteinformation in electronic mode.

16. Shareholders requiring a printed copy of the Annual Report mayforward their request to the Company in writing.

17. The Securities and Exchange Board of India has notified that theshareholders/transferee of shares (including joint holders) holdingshares in physical form are required to furnish a certified copy oftheir PAN Card to the Company while transacting in the securitiesmarket including transfer, transmission or any other corporateaction.

Accordingly, all the shareholders/transferee of shares (including jointholders) are requested to furnish a certified copy of their PAN Card tothe Company while transacting in the securities market includingtransfer, transmission or any other corporate action.

18. The Company has designated an exclusive e-mail id [email protected] for redressal of shareholders’complaints/grievances. In case you have any queries/complaints orunresolved grievances, please write to Ms. Ankita Mathur, CompanySecretary at [email protected]

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIESACT, 2013

Item No. 4

The Board of Directors of the Company have on March 25, 2015 appointed,Ms. Lalitha Raghuram as Additional Director of the Company

The Company has received notice in writing under the provisions of Section160 of the Companies Act, 2013, from a member alongwith deposit of`1,00,000/- proposing the candidature of Ms. Lalitha Raghuram asIndependent Director as per the provisions of Section 149 of the CompaniesAct, 2013.

The Company has received from Ms. Lalitha Raghuram the following:

a) Consent in writing to act as Director in Form DIR- 2

b) Declaration in Form DIR-8 confirming that she is not disqualified underSection 164(2) of the Companies Act, 2013.

c) Declaration as per Section 149 (6) of the Companies Act, 2013, thatshe meets the criteria of independence.

It is now proposed to appoint Ms. Lalitha Raghuram as an IndependentDirector of the Company not liable to retire by rotation upto the conclusionof 10th Annual General meeting pursuant to the provisions of Section 149of the Companies Act, 2013 and the Listing Agreement.

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In the opinion of the Board, Ms. Lalitha Raghuram fulfills the conditions forappointment as an Independent Director as specified in the Act, Rulesmade thereunder and the Listing Agreement.

Ms. Lalitha Raghuram is independent of the management.

Ms. Lalitha Raghuram is the Country Director of MOHAN Foundation whichis a not-for-profit, non-government organization started to promote organdonation. She has recently been elected as an “Ashoka Fellow” with formalinduction on February 27, 2015 in Delhi. Ashoka is one of largest networksof social entrepreneurs worldwide that recognizes individuals that createlarge-scale impact through new innovations to solve social problems. Ms.Lalitha Raghuram has played a pivotal role in bringing together all thestakeholders in building a culture of eye and organ donation in India. Shebrings substantial managerial and administrative experience in view ofher present role.

Details in relations to names of companies in which she holds directorshipsand memberships/chairmanships of Board Committees, shareholding andrelationships between directors inter-se as stipulated under Clause 49 ofthe Listing Agreement with the Stock Exchanges, are provided in theCorporate Governance Report forming part of the Annual Report.

Copy of the letter for appointment of Ms. Lalitha Raghuram as anIndependent Director setting out the terms and conditions are availablefor inspection by members at the Registered Office of the Company duringnormal working hours on any working day upto the date of the AnnualGeneral Meeting.

None of the Directors/Key Managerial Personnel of the Company/theirrelatives are, in any way, concerned or interested, financially or otherwise,in this resolution except Ms. Lalitha Raghuram.

The Board commends the Ordinary Resolution set out at Item No. 4 of theNotice for approval of the shareholders.

Item No. 5 & 6

As per the provisions of Section 180 (1) (c) of the Companies Act, 2013 theapproval of shareholders in General Meeting is required, where themoneys to be borrowed, together with the moneys already borrowed bythe company (apart from temporary loans obtained from the company’sbankers in the ordinary course of business), exceeds the aggregate of thepaid- up capital of the company and its free reserves, that is to say, reservesnot set part for any specific purpose.

The limit of `1500 crore exceeds paid -up capital of the company and itsfree reserves, as such approval of the shareholders by way of specialresolution is required.

Further in order to enable the company to avail term loan from Banks andFinancial Institutions it would be necessary for the company to mortgageor charge the assets of the company in favour of Banks/ Financial Institutionsin terms of Section 180(1)(a) of the Companies Act, 2013.

In line with the Companies Act, 2013, approval of the Members is beingsought to borrow any sum or sums of money not exceeding at any time thesum of `1500 crore and approval for creation of mortgages, charges andhypothecations to secure borrowings in accordance with the provisionsof Section 180(1)(c) and Section 180(1)(a) of the Companies Act, 2013.

The Board of Directors, subject to the approval of the members, beauthorized to borrow in excess of paid up capital and free reserves in termsof Section 180(1)(c). Accordingly it is suggested that the Board beauthorized to mortgage/charge all the immovable or movable propertiesor such other assets of the Company in order to enable the Company availthe credit facilities from the Banks/Financial Institutions

None of the Directors/Key Managerial Personnel of the Company/theirrelatives are, in any way, concerned or interested, financially or otherwise,in this resolution.

The Board commends the Special Resolutions set out at item 5 & 6 of theNotice for approval of the shareholders

Inspection of Documents

The documents pertaining to Special Business are available for inspection atthe Registered Office of the Company between 10.30 a.m. and 12.30 p.m.on any working day prior to the meeting.


Ankita MathurHyderabad Company SecretaryJuly 23, 2015 M.No ACS 24358

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Your Directors have pleasure in presenting before you the 5th AnnualReport of the Company together with the Audited Statements of Accountsfor the year ended March 31, 2015.The Financial Results of the Company for the year ended March 31, 2015are as under :A. BUSINESS AND FINANCIAL HIGHLIGHTS

Standalone Financial Results: ` In Lakhs

Particulars 2014 – 2015 2013 – 2014Current Year Previous Year

Net Sales/Income from Operations - -

Other Income 3.30 -

Total Expenditure

a. Increase/(decrease) in Stock - -

b. Cost of materials consumed - -

c. Employee benefits expense 73.71 75.86

d. Purchase of traded products - -

e. Power and fuel - -

f. Other expenses 484.33 95.03

Total 558.04 170.89

Finance cost 7.95 -

Depreciation and amortization 2.12 4.03

Exceptional Items 40,000.00 -

Profit before tax (40,564.81) (174.92)

Profit after tax (40,564.81) (174.92)

Balance c/d to balance sheet (40,564.81) (174.92)

Paid Up equity share capital

(Face value of `1/- per share) 4281.82 4281.82

Reserves excluding revaluation reserve 32,510.97 73,075.83

Earning per share (annualized) – in `

Basic and Diluted (9.47) (0.04)

Financial Summary

The Loss after tax for the year was `40,564.81 Lakhs against loss aftertax of `174.92 Lakhs for the previous year.

T h e m a i n c o n t r i b u t o r s t o t h e l o s s w a s o n e x c e p t i o n a l i t e mrepresenting a provision of ` 40,000 lakhs towards diminution in thevalue of investment in Nagarjuna Oil Corporation Limited (NOCL),considering the delay in induction of partner and consequently,achieving financial closure for re-assessed cost of project.

Status of the Oil Refinery Project

Your Company holds 46.78% of equity share capital in Nagarjuna OilCorporation Limited (NOCL) which is involved in setting-up a 6 MMTPArefinery project at Cuddalore, Tamil Nadu.

The implementation of the Project was impacted by cyclone ‘Thane’.The physical completion of the Project as on date is 58%.

NOCL is actively pursuing with strategic investors to participate inequity investment in view of escalation in the project cost. The duediligence by some of the Investors has been completed and theCompany is awaiting their decision.

In view of the escalation in project cost, NOCL is making all efforts toachieve financial closure at the earliest.

Share Capital

The paid-up equity capital of the Company as on March 31, 2015 is`42,81,81,821/- consisting of 42,81,81,821 equity shares of `1/- each.

Subsidiaries, Joint Ventures or Associate Companies:

Nagarjuna Oil Corporation Limited (NOCL) an associate of the Company,is setting up a petroleum refinery project at Cuddalore, Tamil Nadu.

The Ministry of Corporate Affairs, Government of India has grantedexemption for the consolidation of financial statement in respect ofassociate companies which does not have a subsidiary or subsidiaries.Accordingly, Financial Statements of the Associate Company is notattached to the Annual Accounts of the Company.

A statement containing salient features of the Financial Statement ofAssociate Company appears as Annexure-I to this Report

B. DIRECTORS, BOARD COMMITTEES, KEY MANAGERIAL PERSONNEL ANDREMUNERATION

Directors Retiring by Rotation

In accordance with Section 152 of the Companies Act, 2013 and theArticles of Association of the Company, Mr. Chandra Pal Singh Yadavwho is liable to retire by rotation and being eligible, offers himself forre-appointment as Director of the Company, subject to retirement byrotation.

Independent Director

In accordance with Section 149, 152 and Schedule IV read with relevantRules of the Companies Act, 2013, Ms. Lalitha Raghuram is proposedto be appointed as Independent Director of the Company not liable toretire by rotation upto the conclusion of the 10th Annual GeneralMeeting pursuant to the provisions of Section 149 of the CompaniesAct, 2013 and the Listing Agreement.

Declaration by Independent Directors

The Independent Directors have submitted their disclosure to theBoard that they fulfill all the requirements as to qualify as anIndependent Director under Section 149(6) of the Companies Act,2013, as well as Clause 49 of the Listing Agreement

Key Managerial Personnel:

Company Secretary

The Board has appointed Ms. Ankita Mathur as the Company Secretaryof the Company with effect from March 5, 2015 in place of Mr. T VamsiKrishna who has separated from the service of the Company.

There are no other changes in relation to other Key ManagerialPersonnel.

Meetings of the Board

The Board of Directors of your Company, during the period under reviewmet five times on May 29, 2014, July 30, 2014, October 18, 2014,November 10, 2014 and February 13, 2015.

Remuneration and other particulars of the Directors/Key ManagerialPersonnel/Employees

The information relating to remuneration and other particulars of theDirectors/Key Managerial Personnel/Employees as required underSection 197(12) of the Companies Act, 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 appears as Annexure - II.

DIRECTORS’ REPORT

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Personnel

In terms of the provisions of Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statementshowing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules appearsas Annexure – III.

Committees:Audit CommitteeIn compliance with the provisions of Section 177 of the CompaniesAct, 2013 and the Listing Agreement entered into with the StockExchanges, the Company had constituted an Audit Committeeconsisting of qualified and experienced members from various fields.The Committee consists of three independent Directors and one non-executive Director. The Chairman of the Committee is Dr. N C B Nath,an Independent Director. The Committee meets periodically to reviewthe internal audit report and quarterly financial statements andrecommends its decisions to the Board apart from taking actionindependently whenever required. The Statutory Auditors andSecretary attend the Audit Committee Meetings.The Audit Committee comprises ofDr. N C B Nath : Chairman - Independent DirectorMr. S R Ramakrishnan : Member - Independent DirectorMs. Lalitha Raghuram : Member - Independent DirectorMr. K S Raju : MemberNomination and Remuneration CommitteeThe Nomination and Remuneration Committee was constituted incompliance with the provisions of the Companies Act, 2013 and revisedClause 49 of the Listing Agreement

The Company has also adopted a Nomination and Remuneration Policyfor determining, inter-alia, qualifications, positive attributes andindependence of a Director, matters relating to the remuneration,appointment, removal and evaluation of performance of theDirectors, Key Managerial Personnel, Senior Management and otheremployees.Stakeholders Relationship CommitteeThe Stakeholders Relationship Committee was constituted incompliance with the provisions of Companies Act, 2013 and Clause 49of the Listing Agreement

C. DISCLOSURESCompany Policy MattersYour Company’s endeavor has always been to maintain transparencyand accountability to its stakeholders. In this direction, variouspolicies mentioned in the Corporate Governance Report have beenimplemented to enable the stakeholders to appreciate the variousinterventions the Company has taken.The implementation of these policies are reviewed periodically bythe Board of Directors and updated regularly.The Company has during the year drawn-up a Nomination andRemuneration Policy and Board Evaluation Policy and made it effectivefrom November 10, 2014.Risk Management PolicyThe Board has put in place the Risk Management Policy for the Companyto address various risks impacting the Company.The Company has setup an Enterprise Risk Management System tomanage and mitigate risks.Policy on Board EvaluationThe Policy on Board Evaluation was adopted with effect fromNobember 10, 2014, by the Board of Directors in compliance ofCompanies Act, 2013 and Clause 49 of the Listing Agreement enteredinto with the Stock Exchanges.

The purpose of the policy is to assess the effectiveness of the Board asa whole, Committees of the Board and Individual Directors(Independent and Non-Independent) on regular basis and to takenecessary steps for improving the effectiveness of the Board.

The Nomination and Remuneration Committee has devised themethodology, identified sample tools for evaluation and also laid downthe parameters for evaluation of Non-Executive Directors,Independent Directors, Chairman, Committees of the Board and theBoard.

The Nomination and Remuneration Committee, have based on theresponses received from Directors, evaluated the Directors, conveyedthe opinion of the Committee to the Directors, Committees and theBoard.

In view of the evaluation not linked to payment of remuneration, asthe Company has opted only for payment of sitting fees, the evaluationhas no financial implications on the Company.

Whistle Blower Policy

The Company formulated a policy to prohibit managerial personnelfrom taking adverse personnel action against employees disclosingin good faith, alleged wrongful conduct on matters of public concerninvolving violation of any law, mismanagement, misappropriation ofpublic funds, among others.

Employees aware of any alleged wrongful conduct are encouraged tomake a disclosure to the Audit Committee.

No personnel of the Company were denied access to the AuditCommittee.

Corporate Social Responsibilty

The provisions relating to Corporate Social Responsibility does notapply to the Company.

Corporate Governance

Your Company firmly believes that building a culture of compliance ismore than meeting regulations and standards. Your Company isalways proactive in meeting mandated standards and practicingCorporate Governance in spirit and not just the letter of the law.

As Mandated by Clause 49 of the Listing Agreement a report onCorporate Governance alongwith a Certificate from PracticingCompany Secretary on the compliance of conditions of CorporateGovernance is annexed hereto. Your Company is happy to inform youthat there were no adverse remarks/qualifications/reservationsraised in the Corporate Governance Report.

Related Party Transactions

There are no contracts or arrangements entered into by the Companywith related parties in accordance with the provisions of Section188(1) of the Companies Act, 2013, other than the transaction enteredinto with Nagarjuna Fertilizers and Chemicals Limited pursuant to theOrder of the jurisdictional High Courts in relation to the CompositeScheme of Arrangement and Amalgamation between ikisan Limited,Kakinada Fertilizers Limited, Nagarjuna Fertilizers and ChemicalsLimited and Nagarjuna Oil Refinery Limited.

Particulars of Loans, Guarantees or Investments

The Company has not provided any loans, guarantees or madeinvestments pursuant to Section 186 of the Companies Act, 2013 otherthan executing a Sponsored Undertaking in favor of the lenders ofNagarjuna Oil Corporation Limited.

Conservation of Energy, Technology Absorption, Foreign ExchangeEarnings and Outgo

In relation to the information required to be furnished under theCompanies Act, 2013 read with Companies (Accounts) Rules, 2014,the Company is not undertaking any manufacturing activity andaccordingly there is no information available pertaining to

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Conservation of Energy and Technology Absorption. There is no ForeignExchange Earnings and Outgo.

Extract of Annual Return

The Extract of the Annual Return for the year ended March 31, 2015appear as Annexure- IV to this report

Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operationsin futureThere were no orders passed by Regulators or Courts or Tribunalsimpacting the going concern status and future business operations ofthe Company.Adequacy of Internal Financial ControlsThe Company has established and is maintaining internal controlsand procedures.

The Board of Directors have evaluated the effectiveness of theCompany’s internal controls and procedures and confirm that theyare adequate based on the size and the nature of its business.

Deposits

The Company has not accepted any deposits within the purview of theCompanies Act, 2013 and the Rules made thereunder during thefinancial year 2014-15.

D. AUDITORS AND AUDIT REPORT

Statutory Auditors

M/s. M Bhaskara Rao & Co., Chartered Accountants, Hyderabad, wereappointed as the Statutory Auditors’ for a term of five (5) yearscommencing from the conclusion of the 4th Annual General Meetingup to the conclusion of the 9th Annual General Meeting subject toratification by the members of the Company every year at the AnnualGeneral Meeting.

M/s. M Bhaskara Rao & Co have signified their willingness to acceptratification of appointment and have further confirmed their eligibilityunder Section 141 of the Companies Act, 2013.

The Company’s Statutory Auditors have also furnished a certificatefrom the Peer Review Board of the ICAI confirming that they haveundergone the process of peer review.

The Board of Directors in accordance with the provisions of Section139 of the Companies Act, 2013 and Rules made thereunder commendthe ratification of the appointment of Statutory Auditors for theFinancial year 2015-16 for consideration of the members.

Statutory Audit Report

There are no adverse comments in the report of the Statutory Auditors’of the Company.

Secretarial Auditor

The Board of Directors at their meeting held on May 16, 2015 pursuantto the provisions of Section 203 of the Companies Act, 2013 haveappointed Mr. C S S Krishna, Partner, M/s KBG Associates, CompanySecretaries, Hyderabad as the Secretarial Auditor of the Company toundertake Secretarial Audit for the Financial Year 2015-16.

Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the SecretarialAudit Report for the Financial Year 2014-15 appears as Annexure – Vto this Report. There are no qualifications or adverse remarks in thereport.

Internal Audit

The Company has a well established system of Internal Audit whichcarries out audit on Risk Management framework covering all thefunctions.

An Internal Auditor of the Company has been appointed by the Boardof Directors, in compliance of the Companies Act, 2013 and Clause 49of the Listing Agreement.

E. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) and Section 134(5) of the CompaniesAct, 2013, the Board of Directors of the Company hereby report:(a) in the preparation of the annual accounts, the applicable

Accounting Standards had been followed along with properexplanation relating to material departures;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year andof the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities;

(d) the Directors had prepared the annual accounts on a going concernbasis; and

(e) the Directors, in the case of a listed Company, had laid downinternal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systemswere adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of Indiaand the financial institutions and Company’s bankers for their assistanceand cooperation.

Further, the Company places on record its sincere appreciation for thecontinuing support and unstinting efforts of investors and all stakeholders.


Hyderabad K S RajuJuly 23, 2015 Chairman

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Annexure – IStatement containing salient features of the financial statement of Subsidiaries/ AssociateCompanies/ Joint Ventures

Form AOC-I(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules, 2014)

Part “A”: Subsidiaries

Particulars Subsidiary

Reporting period for the subsidiary - -concerned, if different from theholding company’s reporting period

Reporting currency and - -Exchange rate as on thelast date of the relevantFinancial year in thecase of foreign subsidiariesShare capital - -Reserves & surplus - -Total assets - -Total Liabilities - -Investments - -Turnover - -Profit/(Loss) before taxation - -Provision for taxation - -Profit after taxation - -Proposed Dividend - -% of shareholding - -

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to AssociateCompanies and Joint Ventures

Nagarjuna OilCorporation Limited (NOCL)

1. Latest audited Balance Sheet Date March 31, 20152. Shares of Associate/Joint Ventures held

by the company on the year endNo. 77,62,20,000Amount of Investment in Associates /Joint Venture `776.22 LakhsExtend of Holding % 46.78%

3. Description of how there is significant influence -4. Reason why the associate/joint venture is

not consolidated

5. Net worth attributable to Shareholdingas per latest audited Balance Sheet

6. Profit / Loss for the yearConsidered in Consolidation

Not Considered in Consolidation


Hyderabad K S RajuJuly 23, 2015 Chairman

Particulars of Remuneration of Directors / Key Managerial Personnel / Employees(Pursuant to Sec.197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies(Appointment and Remuneration of Managerial Personnel)

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the Financial Year 2014-15 - Not applicable as there isno executive director on the board of the Company.

2. The Percentage increase in remuneration of Manager, Chief Financial Officer, CompanySecretary in the Financial Year 2014-15

S. Name Designation 2013-14 2014-15 PercentageNo Increase of

salary1. K Soma Raju Manager 120000 120000 0.0%2. A Sudhakara Rao CFO Nil Nil -3. T Vamsi Krishna* Company Secretary Nil Nil -4. Ankita Mathur ** Company Secretary Nil Nil -

* Mr.Vamsi Krishna separated from the services of the Company w.e.f 04.03.2015.** Ms.Ankita Mathur has been appointed as the Company Secretary w.e.f 05.03.2015.

3. The percentage increase in the median remuneration of employees in the Financial Year2014-15

Particulars Percentage Increase of Median salary

Median Salary 5.60%

4. The number of permanent employees on the rolls of the Company.

2013 – 14 2014 – 15

No of Employees 6 55. The explanation on the relationship between average increase in remuneration and Company

Performance - Not applicable as the Company is not undertaking any commercial activity6. Comparison of the remuneration of the Key Managerial Personnel against performance

of the Company - Not applicable as the Company is not undertaking any commercialactivity

7. Variations in the Market Capitalisation of the Company, Price Earnings Ratio as at theclosing date of the current financial year and previous financial year and percentage increaseover decrease in the market quotations of the shares of the Company in comparison tothe rate at which the Company came out with the last public offer in case of listedCompanies, and in case of unlisted Companies , the variations in the net worth of theCompany as at the close of the Current Financial Year and Previous Financial Year - Notapplicable as the Company is not undertaking any commercial activity

8. Average Percentile increase already made in the salaries of employees other than themangerial personnel in the last financial year and its comparison with the percentile increasein the managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration - 7.5% foremployees and no remuneration is paid to the Directors.

9. The key parameters for any variable component of remuneration availed by the directors- There is no variable component of remuneration paid to the Directors.

10. The ratio of the remuneration of the highest paid director to that of the employees whoare not directors, but receive remuneration in excess of the highest paid director duringthe year- 2014-15As there is no payment to Directors, each and every employee draws more than theDirectors.

11. Affirmation that the remuneration is as per the remuneration policy of the Company – TheRemuneration paid is as per the remuneration policy of the Company.

The consolidation of associateis not required for the FinancialYear 2014-15 videAmendments to Companies(Accounts) Rules, 2014

ANNEXURES TO DIRECTORS’ REPORT

Step downSubsidiary

Annexure – IIIStatement of particulars of employees (pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014)

Relationwith

Director orManager

Per centageof equity

share held

Last employmentheld by

employeebefore joining

AgeDate ofCommencementof Employment

Years ofExperience

QualificationsNature ofEmployment

RemunerationReceived

DesignationNameSlNo.

1 Mr.Sudhakar Kudva Vice President 6351583 Contractual B.Com(Hons), 41 01.04.2011 64 Executive Director, None None- Corporate Affairs F.C.A Arcelar Mittal-Algeria

Particulars

Particulars

Annexure – II

The Balance Sheet of NOCL isyet to be finalized and hencethe Company is not able toincorporate the information.

8


EXTRACT OF ANNUAL RETURNForm No. MGT-9

as on the financial year ended on March 31, 2015[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:CIN L23200AP2010PLC071242Registration Date November 16, 2010Name of the Company Nagarjuna Oil Refinery LimitedCategory / Sub-Category of the Company Public Company Limited by SharesAddress of the Registered office and contact details D. No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad, Telangana – 500 082Whether Listed Company YesName, Address and Contact details of Registrar and XL Softech Systems Limited,Plot No. 3, Sagar Society, Road No.2, Banjara Hills,Transfer Agent, if any Hyderabad, Telangana – 500 034

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-Sl. No. Name and Description of NIC Code of the % to total turnover of the company

main products / services Product/ service1 Promoting, conceiving, planning, coordinating, executing

and monitoring setting up of business relating to extraction of oil. NA NILIII. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary % of shares held Applicable Section/ Associate

1. Nagarjuna Oil Corporation Limited U30006TN1991PLC020837 Associate 46.78% Sec 2(6)IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of shares held at the beginning of the year No. of shares held at the end of the year % Changeduring

the yearDemat Physical Total % of totalshares

Demat Physical Total % of totalshares

A. Promoters(1) Indian

a) Individual/HUF - - - - - - - - -b) Central Govt - - - - - - - - -c) State Govt 1,94,79,990 - 1,94,79,990 4.55% 1,94,79,990 - 1,94,79,990 4.55% 0.00%d) Bodies Corporate. 13,02,39,591 - 13,02,39,591 30.42% 13,02,39,652 - 13,02,39,652 30.42% 0.00%e) Banks / FI - - - -f) Any Other- Co-operative society 1,00,00,000 - 1,00,00,000 2.34% 1,00,00,000 - 1,00,00,000 2.34% 0.00%

Sub-total (A)(1):- 15,97,19,581 - 15,97,19,581 37.30% 15,97,19,642 - 15,97,19,642 37.30% 0.00%(2) Foreign

a) NRIs - Individuals - - - - - - - - -b) Other - Individuals - - - - - - - - -c) Bodies Corporate. 40,00,000 - 40,00,000 0.93% 40,00,000 - 40,00,000 0.93% 0.00%d) Banks / FI - - - - - - - - -e) Any Other- NRI based Company 80,00,000 - 80,00,000 1.87% 80,00,000 - 80,00,000 1.87% 0.00%

Sub-total (A)(2):- 1,20,00,000 - 1,20,00,000 2.80% 1,20,00,000 - 1,20,00,000 2.80% 0.00%Total shareholding of Promoter(A) = (A)(1)+(A)(2) 17,17,19,581 - 17,17,19,581 40.10% 17,17,19,642 - 17,17,19,642 40.10% 0.00%

B. Public Shareholding1. Institutionsa) Mutual Funds 4,500 2,09,750 2,14,250 0.05% 4,500 2,09,750 2,14,250 0.05% 0.00%b) Banks / FI 4,200 56,176 60,376 0.01% 36,200 56,176 92,376 0.02% 0.01%c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies 80,59,685 100 80,59,785 1.88% 78,88,685 100 78,88,785 1.84% (0.04)%g) FIIs 28,58,230 30,250 28,88,480 0.67% 6,18,614 30,250 6,48,864 0.15% (0.52)%h) Foreign Venture Capital Funds - - - -i) Others - - - -

Sub-total (B)(1):- 1,09,26,615 2,96,276 1,12,22,891 2.62% 85,47,999 2,96,276 88,44,275 2.07% (0.55)%2. Non-Institutions

a) Bodies Corp.i) Indian 4,70,55,606 3,32,622 4,73,88,228 11.07% 4,67,62,506 3,09,772 4,70,92,278 11.00% (0.07)%ii) Overseas - - - - - - - - -b) Individualsi) Individual shareholders holding

nominal share capital upto`1 lakh 12,34,15,855 3,80,08,203 16,14,24,058 37.70% 12,08,00,657 3,73,22,500 15,81,23,157 36.93% (0.77)%

ii) Individual shareholdersholding nominal share capitalin excess of ̀ 1 lakh 53,94,489 - 53,94,489 1.26% 1,16,91,413 - 1,16,91,413 2.73% 1.47%

c) OthersNRI 56,23,707 9,18,940 65,42,647 1.53% 53,12,289 9,03,840 62,16,129 1.45% (0.08)%Trusts 2,43,70,152 1,19,475 2,44,89,627 5.72% 2,43,75,152 1,19,475 2,44,94,627 5.72% 0.00%Foreign National 300 - 300 0.00% 300 - 300 0.00% 0.00%Sub-total (B)(2):- 20,58,60,109 3,93,79,240 24,52,39,349 57.27% 20,89,42,317 3,86,75,587 24,76,17,904 57.83% 0.56%Total Public Shareholding(B)=(B)(1)+ (B)(2) 21,67,86,724 3,96,75,516 25,64,62,240 59.90% 21,74,90,316 3,89,71,863 25,64,62,179 59.90% (0.00)%

C. Shares held by Custodianfor GDRs & ADRs - - - - - - - - -Grand Total (A+B+C) 38,85,06,305 3,96,75,516 42,81,81,821 100.00% 38,92,09,958 3,89,71,863 42,81,81,821 100.00% 0.00%

Annexure – IV

9


Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year% Change in

Shareholdingduring the yearNo. of

Shares% of totalshares of

the Company

% SharesPledged /

encumbered tototal shares

No. ofShares

% of totalshares of

the Company

% SharesPledged /

encumbered tototal shares

Core- Promoter

1. Amlika Mercantile Private Limited 130239591 30.42%* 28.23% 130239652 30.42%* 24.70% 0.00%

Co- Promoter

2. Fireseed Limited 8000000 1.87% - 8000000 1.87% - 0.00%

3. Governor of Andhra Pradesh 19479990 4.55% - 19479990 4.55% - 0.00%

4. KRIBHCO 10000000 2.34% - 10000000 2.34% - 0.00%

5. Saipem SPA 4000000 0.93% - 4000000 0.93% - 0.00%

Total 171719581 40.10% 28.23% 171719642 40.10% 24.70% 0.00%

ii) Shareholding of Promoters

Name

Shareholding at thebeginning of the year

Cumulative shareholdingduring of the year

No. ofShares

% of totalshares of

the Company

No. ofShares

% of totalshares of

the Company

SlNo

At the beginning of the year

1. Nagarjuna Management Services Private Limited * 7,14,47,812 16.69% 7,14,47,812 16.69%

Acquired 61 shares between 06.02.2015 and 13.02.2015 - - 7,14,47,873 16.69%

2. Amlika Mercantile Private Limted** 79,33,452 1.85% 79,33,452 1.85%

At the End of the year

1. Nagarjuna Management Services Private Limited * 7,14,47,873 16.69% 7,14,47,873 16.69%

2. Amlika Mercantile Private Limited** 79,33,452 1.85% 79,33,452 1.85%

(iii) Change in Promoters’ Shareholding

SlNo

* Notes:1. Amlika Mercantile Private Limited (Amlika) is the Core Promoter of the Company consequent to the disclosures received from Amlika, that a

Scheme of Amalgamation between Nagarjuna Corporation Limited (NCL) and Amlika was approved by the Hon’ble High Court of Bombay atMumbai on May 2, 2014 and the Scheme was made effective on June 19, 2014 in tems of which the equity shares held by NCL in NORL werevested in Amlika

2. NCL had vide letter dated November 11, 2012 informing that a Composite Schème of Arrangement and Amalgamation between NagarjunaCorporation Limited (NCL), Nagarjuna Management Services Private Limited (NMS), Nagarjuna Holdings Private Limited (NHPL), Baron PropertiesPrivate Limited (BPPL), White Stream Properties Private Limited (WSPPL) and Growth Stream Properties Private Limited (GSPPL) and theirrespective shareholders was approved by the Hon’ble High Court of Bombay at Mumbai on September 14, 2012. The Scheme was madeeffective on November 9, 2012 and necessary disclosures and reports were filed with BSE, NSE and SEBI. Pursuant to the scheme NMS, NHPL,BPPL and WSPPL were merged into NCL. The equity shares held by these companies shall be transferred to NCL after temporary lift of pledgeby the banks to whom they are pledged and shall be pledged back again by NCL.

3. Accordingly all the shares mentioned above in points 1 and 2 and the shares held by NCL shall vest in Amlika pursuant to the Scheme and Amlikashall be the Promoter with effect from June 19, 2014.

* Please see note in IV (ii) above.

** Nagarjuna Corporation Limited (NCL) was merged in to Amlika Mercantile Private Limited pursuant to the scheme of Amalgamation approved by the Hon’ble High Court of Bombay atMumbai on May 02, 2014 effective from June 19, 2014. Please see note in IV (ii) above.

10


For Each of the Top 10 Shareholder



No. ofShares

% of totalshares of

the Company

No. ofShares

% of totalshares of

the Company

SlNo

At the beginning of the year1. Zuari Global Limited 29334310 6.85% 29334310 6.85%2. NFCL Employee Welfare Trust 24356052 5.69% 24356052 5.69%3. Life Insurance Corporation of India 5373875 1.26% 5373875 1.26%4. Lok Prakashan Limited 2440784 0.57% 2440784 0.57%5. United India Insurance Company Limited 1876741 0.44% 1876741 0.44%

Sold 20000 shares between 28.11.2014 and 05.12.2014 - - 1856741 0.43%sold 151000 shares between 05.12.2014 and 12.12.2014 - - 1705741 0.40%

6. Jay-Vijay Resources Pvt Limited 1200000 0.28% 1200000 0.28%7. Dimensional Emerging Markets Value Fund 962714 0.22% 962714 0.22%

sold 121294 shares between 30.05.2014 and 06.06.2015 - - 841420 0.20%sold 35304 shares between 11.07.2014 and 18.07.2014 - - 806116 0.19%sold 40000 shares between 18.07.2014 and 25.07.2014 - - 766116 0.18%sold 606733 shares between 05.09.2014 and 12.09.2014 - - 159383 0.04%sold 159383 shares between 13.09.2014 and 19.09.2014 - - 0 0.00%

8. Karvy Stock Broking Limited 700000 0.16% 700000 0.16%9. The Emerging Markets Small Cap Series of the DFA Investment Trust Company 575408 0.13% 575408 0.13%

sold 50000 shares between 19.09.2014 and 30.09.2014 - - 525408 0.12%sold 67749 shares between 30.09.2014 and 03.10.2014 - - 457659 0.11%sold 39785 shares between 03.10.2014 and 10.10.2014 - - 417874 0.10%sold 48679 shares between 10.10.2014 and 17.10.2014 - - 369195 0.09%sold 75081 shares between 17.10.2014 and 24.10.2014 - - 294114 0.07%sold 99723 shares between 19.12.2014 and 31.12.2014 - - 194391 0.05%sold 73205 shares between 23.01.2015 and 30.01.2015 - - 121186 0.03%Sold 35102 shares between 27.02.2015 and 06.03.2015 - - 86084 0.02%sold 86084 shares between 13.03.2015 and 20.03.2015 - - 0 0.00%

10. Sangeeta Jogani 506000 0.12% 506000 0.12%At the End of the year ( or on the date ofseparation, if separated during the year)

1. Zuari Global Limited 29334310 6.85% 29334310 6.85%2. NFCL Employee Welfare Trust 24356052 5.69% 24356052 5.69%3. Life Insurance Corporation of India 5373875 1.26% 5373875 1.26%4. Lok Prakashan Limited 2440784 0.57% 2440784 0.57%5. United India Insurance Company Limited 1705741 0.40% 1705741 0.40%6. Jay-Vijay Resources Pvt Limited 1200000 0.28% 1200000 0.28%7. Dimensional Emerging Markets Value Fund 0 0.00% 0 0.00%8. Karvy Stock Broking Limited 700000 0.16% 700000 0.16%9. The Emerging Markets Small Cap Series of the DFA Investment Trust Company 0 0.00% 0 0.00%10. Sangeeta Jogani 506000 0.12% 506000 0.12%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of the Directors and KMP



No. ofShares

% of totalshares of

the Company

No. ofShares

% of totalshares of

the Company

SlNo

At the beginning of the year - - - -

Date wise Increase / Decrease in Shareholding during the yearspecifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus/ sweat).

At the End of the year - - - -

(v) Shareholding of Directors and Key Managerial Personnel:

11


V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loansexcluding deposits Unsecured Loans Deposits

TotalIndebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount - - - -ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -Change in Indebtedness during the financial year

· Addition - 250 - -· Reduction - 150 - -

Net ChangeIndebtedness at the end of the financial year

i) Principal Amount - 100 - -ii) Interest due but not paid - 4.99 - -iii) Interest accrued but not due - 2.16 - -

Total (i+ii+iii) - 107.15 - -

1. Gross salary (per annum) 1,20,000 1,20,000(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961 - -(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961 - -2. Stock Option - -3. Sweat Equity - -4. Commission

- as % of profit - -- others, specify… - -

5. Others, please specify - -Total (A) 1,20,000 1,20,000Ceiling as per the Act - -

Particular of Remuneration

SI. No.

1. 3. Independent Directors Dr.NCB Nath Mr.S R Ramakrishnan Mr. D.Ranga Raju● Fee for attending board / committee meetings 20,000 10,000 - 30,000● Commission - - - -● Others, please specify - - - -

Total (1) 20,000 10,000 - 30,0004. Other Non-Executive Directors Mr. K S Raju Mr.K Rahul Raju Mr. Chandra Pal

Singh Yadav● Fee for attending board / committee meetings 25,000 20,000 5000 50,000● Commission - - - -● Others, please specify - - - -

Total (2) 25,000 20,000 5000 50,000Total (B)=(1+2) 45,000 30,000 5000 80,000

Total Managerial RemunerationOverall Ceiling as per the Act

Particular of Remuneration Name of Directors TotalAmount

K. Soma RajuManager

TotalAmount

SINo.

Vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration of Managing Director, Whole-time Directors and/or Manager

B. Remuneration to other directors:

`̀̀̀̀ in Lakhs

12


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI.No CEO Company Secretary CFO1. Gross salary

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

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 - - - -(c) Profits in lieu of salary under section 17(3) of the

Income-tax Act, 1961 - - - -2. Stock Option - - - -3. Sweat Equity - - - -4. Commission

a) - as % of profitb) -others,specify… - - - -

5. Others, please specify - - - -Total - - - -

Particular of Remuneration Key Managerial Personnel

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of theCompanies Act

Briefdescription

Details of Penalty /Punishment / Compounding

fees imposed

Authority (RD/ NCLT /COURT)

Appeal made, if any (GiveDetails)

A. COMPANY - - - - -Penalty - - - - -Punishment - - - - -Compounding - - - - -

B. DIRECTORS - - - - -Penalty - - - - -Punishment - - - - -Compounding - - - - -

C. OTHER OFFICERS IN DEFAULT - - - - -Penalty - - - - -Punishment - - - - -Compounding - - - - -

Total

13


Annexure – VSecretarial Audit Report

Form No. MR-3(For the period 31st March, 2015)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014]

To,The MembersNagarjuna Oil Refinery LimitedNagarjuna HillsPunjagutta,Hyderabad, Telangana – 500 082

I have conducted the Secretarial Audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices byNagarjuna Oil Refinery Limited(hereinafter called the Company).Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.Based on our verification of the books, papers, minute books, forms andreturns filed and other records maintained by the Company and also theinformation provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, we hereby reportthat in our opinion, the Company has, during the audit period ended on31st March, 2015,complied with the statutory provisions listed hereunderand also that the Company has proper board-processes and compliancemechanism in place to the extent, in the manner and subject to thereporting made hereinafter:

Sl Particulars1. The Companies Act, 2013 (the Act) and the Rules made thereunder;2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules

made thereunder;3. The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder;4. Foreign Exchange Management Act, 1999 and the Rules and Regulations

made thereunder to the extent of Foreign Direct Investment, OverseasDirect Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (‘SEBI Act’)(a) The Securities and Exchange Board of India (Substantial Acquisition

of Shares and Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 1992;(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009;(d) The Securities and Exchange Board of India (Registrars to an Issue

and Share Transfer Agents) Regulations, 1993 regarding theCompanies Act and dealing with client;

(e) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998;

I have also examined compliance with the applicable clauses of thefollowing:i. Secretarial Standards issued by The Institute of Company

Secretaries of India.ii. Provisions of Listing Agreements.

2. Under the Companies Act, 2013A. That based on our examination and verification of the records

produced to us and according to the information and explanationsgiven to us by the Company that the Company has, in our opinion,complied with the provisions of the Companies Act. 2013 (“the

Act”) and the rules made under the Act and Memorandum, andArticles of Association of the Company, inter alia with regard to :

a . Maintenance of various statutory registers and documents andmaking necessary entries therein;

b. Closure of Register of Members / Debenture holders;c. Forms, returns, documents and resolutions required to be filed

with the Register of Companies and the Central Government;d. Service of documents by the company on its members and

Registrar of Companies.e. Notices and minutes of the meetings of the committees of

directors;f. The meetings of Directors and Committees of Directors (including

passing of resolutions by circulation) held on 29-05-2014, 30-07-2014, 18-10-2014, 10-11-2014 and 13-02-2015;

g. The Annual General Meeting held on 26th September, 2014;h. Minutes of proceedings of General Meetings and of the Board and

its Committee meetings;i . Approvals of the Members, the Board of Directors, the Committees

of Directors wherever required;j. Constitution of the Board of Directors / Committee(s) of Directors,

appointment, retirement and reappointment of Directorsincluding the Managing Director and Whole-time Directors;

k. Appointment and remuneration of Auditors;l . Due to loss, the Directors of the Company were unable to

recommend any dividend on the equity capital of the Company.Therefore there is no requirement to comply with the provisionsfor Declaration and payment of dividends;

m. Since the Company does not have any unpaid and unclaimeddividend therefore there is no requirement for Transfer of amountsas required under the Act to the Investor Education and ProtectionFund and uploading of details of unpaid and unclaimed dividendson the websites of the Company and the Ministry of CorporateAffairs ;

n. Borrowings and registration, modification and satisfaction ofcharges wherever applicable;

o. Investment of the Company’s funds including investments andloans to others;

p. Form of balance sheet as prescribed under Part I, Form ofStatement of Profit and Loss as prescribed under Part II andGeneral Instructions for preparation of the same as prescribed inSchedule VI to the Act;

q. Directors’ report;r. Contracts, common seal, registered office and publication of name

of the Company; andB. Under the Companies Act, 2013, we further report thati . The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition ofthe Board of Directors that took place during the period underreview were carried out in compliance with the provisions of theAct.

ii. Adequate notice is given to all directors to schedule the BoardMeetings, Agenda and detailed notes on Agenda were sent at leastseven days in advance and a system exists for seeking and obtainingfurther information and clarifications on the Agenda items beforethe meeting and for meaningful participation at the meeting.

iii. Majority decision is carried through while the dissentingmembers’ views are captured and recorded as part of the minutes.

iv. There was no prosecution initiated and no fines or penalties wereimposed during the year under review under the Act, SEBI Act, SCRA,Depositories Act, and Rules, Regulations and Guidelines framedunder these Acts against / on the Company, its Directors andOfficers.

14


v. The Directors have complied with the disclosure requirements inrespect of their eligibility of appointment, their being independentand compliance with the Code of Business Conduct & Ethics forDirectors and Management Personnel;

3. Under the Securities Contracts (Regulation) Act, 1956, we report thatThe Company has complied with the requirements of SecuritiesContracts (Regulation) Act, 1956 and the Rules made under that Act.

4. Under the Depositories Act, 1996, we report thatThe Company has complied with the provisions of the DepositoriesAct, 1996 and the Byelaws framed thereunder by the Depositorieswith regard to dematerialization / rematerialisation of securities andreconciliation of records of dematerialized securities with allsecurities issued by the Company.

5. Under FEMA, 1999, we report thatThe Company has complied with the provisions of the FEMA, 1999 andthe Rules and Regulations made under that Act to the extent applicable.

6. Under the SEBI Act, we report thata . The Company has complied with the requirements under the

Listing Agreements entered into with Bombay Stock ExchangeLimited and National Stock Exchange of India Limited.

b. We were informed by the management that pursuant to theMumbai High court order passed for amalgamation betweenAmlika Mercantile Private Limited and Nagarjuna CorporationLimited (respective shareholders); the provisions applicable asper Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011 withregard to the disclosures (under SAST Regulations, 2011) andmaintenance of records required under the Regulations havebeen complied with.

c. The Company has complied with the provisions of the Securitiesand Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992 with regard to disclosures and maintenance ofrecords required under the Regulations.

d. The Company need not comply with the provisions of the Securitiesand Exchange Board of India (Employee Stock Options Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999 with regardto implementation of’ Employees Stock Option Scheme, Grant ofOptions and related disclosures and other aspects as no suchtransaction had arisen in this respect during the year under review.

e. The Company need not comply with the provisions of the Securitiesand Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 as there was no issue and noallotment of convertible warrants on preferential basis to entitiesin the Promoters Group

7. we further report that there are adequate systems and processes inthe company commensurate with the size and operations of theCompany to monitor and ensure compliance with applicable laws,rules, regulations and guidelines.

Note: This report is to be read with our letter of even date which is annexedas “ANNEXURE-A” and Forms an integral part of this report.

For KBG Associates Company Secretaries

(Srikrishna S Chintalapati)Hyderabad PartnerJuly 03, 2015 CP # 6262

Annexure-A’

To,The Members,Nagarjuna Oil Refinery LimitedNagarjuna Hills, PunjaguttaHyderabad – 500 082Telangana

Our report for the even date to be read with the following Letter;

Sl Particulars1. Maintenance of secretarial record is the responsibility of the

management of the company. Our responsibility is to express anopinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as wereappropriate to obtain reasonable assurance about the correctnessof the contents of the Secretarial records. The verification was doneon test basis to ensure that correct facts are reflected in secretarialrecords. We believe that the processes and practices, we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness offinancial records and Books of Accounts of the company.

4. Whereever required, we have obtained the Managementrepresentation about the compliance of laws, rules and regulationsand happening of events etc.

5. The compliance of the provisions of Corporate and other applicablelaws, rules, regulations, standards is the responsibility ofmanagement. Our examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the futureviability of the company nor of the efficacy or effectiveness withwhich the management has conducted the affairs of the company.

7. Pursuant to analysis made; we have been given to understand thatthe scope of the audit is restricted to

a) Companies Act, 2013

b) SEBI Act, 1992

c) The Depositories Act, 1996

d) Foreign Exchange Management Act, 1999

e) Securities Contracts (Regulation) Act, 1956.

For KBG Associates Company Secretaries


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A. COMPANY’S PHILOSOPHY

At Nagarjuna, we believe in the philosophy of SERVING SOCIETYTHROUGH INDUSTRY, with the Nagarjuna culture being ‘We live everymoment of life in harmony with nature to create value for ourselves,our stakeholders and the society’.

This philosophy is backed by principles of concern, commitment,ethics, excellence and learning in all its acts and relationships withstakeholders, customers, associates and community at large whichhas always propelled the Group towards higher horizons.

We believe in the principles of trusteeship, fair play andtransparency in all our dealings. We endeavor to have a work culture,which is performance driven and conducive to improving discipline,accountability, depth of character, team spirit and honesty in all ourpersonal and professional relationships.

GOVERNANCE PHILOSOHPY

Your company firmly believes that building a culture of compliance ismore than meeting regulations and standards. Your company isalways proactive in meeting mandated standards and practicingCorporate Governance in spirit and not just the letter of the Law.

Your company’s philosophy on Corporate Governance is based onfollowing principles:

i) Preserving core values and ethical business conduct.

ii) Commitment to maximizing shareholder value on a sustainedbasis.

iii) To enhance the efficacy of the Board and inculcate a culture oftransparency, accountability and integrity across the company.

iv) Perceiving and mitigating the various risks that impact thecompany.

v) Make timely and transparent disclosures.

vi) Legal and statutory compliances.

Your company’s contributory factor is self regulatory system ofprompt reporting, monitoring, certification and voluntary code ofpractice and standards which improves management effectiveness,supervision and accountability to stakeholders.

CORPORATE ETHICS

As a responsible corporate the company consciously followscorporate ethics in business and corporate interactions. The variousCodes and Policies adopted by the company that determine itsfunctioning are:

• Code of Conduct for Prevention of Insider Trading

• Policy on Corporate Governance

• Policy on Related Party Transactions

• Legal Compliance Policy

• Whistle Blower Policy

• Policy on Training for Board of Directors

• Policy on Induction of Directors

• Board Charter

• Policy on Board Evaluation

• Policy on Nomination and Remuneration

The effective implementation of these Codes/Policies underpins thecommitment to uphold highest principles of Corporate Governanceconsistent with the company’s goal to enhance stakeholder value.These Codes/Policies are briefly described in the report.

DATE OF REPORT

The information provided in the Corporate Governance Report is ason March 31, 2015.

The report is updated as on the date of the report whereverapplicable.

B. BOARD OF DIRECTORS

ROLE OF BOARD OF DIRECTORS

The Board has its own charter which sets out the role, structure,responsibilities and operation of the Board.

The primary role of the Board is that of trusteeship to protect theinterest of company, its stakeholders and enhance their value. Astrustee, the Board ensures that the company has clear goals andpolicies for achievement which are in alignment with the Vision andMission of the company.

The Board provides strategic direction, reviews corporateperformance, authorises and monitors strategic decisions, ensuresregulatory compliances and safeguards interest of stakeholders.

The Board is responsible for maintaining and nurturing high levels ofcorporate governance in the company.

PECUNIARY RELATIONSHIP

Non executive Directors/ Independent Directors are committed tomaintenance of high level of Corporate Governance and as such theydo not have any material pecuniary relationship with the companyexcept as stated in the Corporate Governance Report.

COMPOSITION

The Board of Directors of the company consists of an optimumcombination of Non Executive Directors and Independent Directorsfrom eminent and diverse fields including one woman director.

The composition of the Board is in conformity with Clause 49 of thelisting Agreement, which stipulates that not less than fifty percentof the Board of Directors should comprise of Independent NonExecutive Directors.

The Board believes that the current size is appropriate based on thepresent circumstances and periodically evaluates the need forchange in composition and size of the Board.

The table below shows the composition of the Board as on March 31,2015.

Category No.of % of Total No. ofDirectors Directors

Executive Directors 0 0

Non Executive Directors 3 40%

Non Executive andIndependent Directors 4 60%

DIRECTORS ATTENDANCE AND DIRECTORSHIP HELD

None of the Directors of your company are Directors on the Board ofmore than 20 companies or 7 Listed Companies or 10 Board levelCommittees or Chairman in more than 5 Committees, across allcompanies in which they are Directors.

The following table gives the details of the Board and AGMattendance, membership in Committees of Board of the companyand Directorships and Committee positions held in other companies,for the year 2014 - 2015.

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014 - 2015(Annexure to the Directors’ Report)

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Director DIN No. Attendance ParticularsBoard MeetingHeld Attended

AGMheld on

26-09.2014

Committees ofBoard of NORL

No. of Board, Committee Memberships& Chairmanship (other than NORL) in

Public, Pvt. Sec 8 Companies etc.,Board Board Committee

Chairman Director Chairman MemberINDEPENDENT & NON EXECUTIVE

Dr. N C B Nath 00026509 5 4 Yes ● Audit - 1 5 1● Nomination and

Remuneration● Stakeholders Relationship● Management

Mr. S R Ramakrishnan 00015839 5 2 No ● Audit 1 2 2 7● Nomination

and Remuneration● Management

Mr. D Ranga Raju 00066546 5 0 No ● Nomination andRemuneration· 3 2 - 5

Ms. Lalitha Raghuram @ 07161344 - - ● Audit Committee - - - -

NON-EXECUTIVE DIRECTORS

Mr. K Rahul Raju 00015990 5 4 Yes ● Shares & Debentures● Banking● Investment● Management● Stakeholders Relationship - 10 - 6

Mr. K S Raju 00008177 5 5 Yes ● Audit● Management● Shares & Debentures● Banking● Investment● Stakeholders Relationship 6 9 10 6

Mr. Chandra Pal Singh Yadav 00023382 5 1 Yes ● NIL 5 10 3 2

BOARD MEETINGS AGENDA AND MINUTES

As a system Agenda, Notes on Agenda and information to Directors are generallycirculated to the Board members well in advance not less than 7 days before themeeting of the Board of Directors. All material information is incorporated in the Agendapapers for facilitating focused discussions at the meeting.

The company is in compliance of Secretarial Standard – I and II issued by the Instituteof Company Secretaries of India.

The Board of Directors meet at least once in every quarter to review the quarterlyfinancial results and operations of your company. Apart from this, Board Meetings areconvened by giving appropriate notice to address specific needs and businessrequirements of the company. Matters of urgent nature are approved by the Board bypassing resolutions through circulation.

The dates of the Board Meeting are decided as far as possible well in advance and arecommunicated to the directors to enable them to schedule their meetings.

BOARD MEETINGS HELD DURING THE YEAR

The Board of Directors met five times during the year on May 29, 2014, July 30, 2014,October 18, 2014, November 10, 2014, and February 13, 2015.

Post-meeting follow-up system

The company has a formal system of follow up, review and reporting on actions takenby the management on the decisions of the Board and Sub Committees of the Board.The company presents a comprehensive Action Taken Report of the previous meetingto the Board of Directors at the ensuing Meeting of the Board of Directors.

INFORMATION TO THE BOARD

The Board has complete access to all information within the company interalia thefollowing information is regularly provided to the Board as part of the Agenda papers.

• Monthly operations report and quarterly results of the company.

• Annual operating plans, budgets, capital budgets, cash flow, updates and allvariances.

• Contracts in which directors are deemed to be interested.

• Materially important show cause notices, demand, prosecutions or otherlegal notices.

• Materially relevant default in financial obligations to and by the company.

• Significant labour problems and their proposed solutions and otherdevelopments.

• Compliance of any regulatory, statutory nature or listing requirements.

• Minutes of the meetings of the Board of Directors and Committees of theBoard of Directors.

• Status of subsidiary companies.

• Minutes of meetings of the Board of Directors of subsidiary companies.

• Details of related party transactions.

• Quarterly compliance report on Clause 49 and any non compliance.

• Report on risk assessment and minimization procedures.

• Information on recruitment and remuneration of senior managerialpersonnel below the Board level.

• Fatal or serious accidents, dangerous occurrences, any material effluent orpollution problems.

• Issues which involves possible public or product liability claims of substantialnature, including any judgment or order which may have passed strictureson the conduct of the company or taken an adverse view regarding anotherenterprise that can have negative implications on the company.

• Significant sale of investments, subsidiaries, assets, which are not in thenormal course of business.

• Details of any joint ventures or collaboration agreements.• Transactions that involve substantial payment towards goodwill, brand equity

or intellectual property.• Quarterly details of foreign exchange exposures and the steps taken by the

management to limit the risks of adverse exchange rate movement, ifmaterial.

@ Ms. Lalitha Raghuram appointed as Additional Director and Independent Director with effect from April 18, 2015

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REVIEW OF LEGAL COMPLIANCE REPORTS

The Board periodically reviews during the year the compliance reports in respect of thevarious statutory enactments applicable to the Company.

REMUNERATION TO DIRECTORS

The Company has adopted a Nomination and Remuneration Policy in compliance ofSection 178 of the Companies Act, 2013 and the Listing Agreement, entered into bythe Company with Stock Exchanges. The policy acts as a guideline for determining,inter-alia, qualifications, positive attributes and independence of a director, mattersrelating to the remuneration, appointment, removal and evaluation of performanceof the Directors, Key Managerial Personnel, Senior Management and other employees.

The Company has adopted a Policy on Board Evaluation in compliance of CompaniesAct, 2013 and the Clause 49 of the Listing Agreement entered into with the StockExchanges. The purpose of the policy is to assess the effectiveness of the Board as awhole, Committees of Board and Individual Directors (Independent and Non-Independent) on regular basis and to take necessary steps for improving theeffectiveness of the Board. The Nomination and Remuneration Committee of theBoard is responsible for the evaluation of the Board, Committee and Directors.

REMUNERATION TO NON EXECUTIVE DIRECTORS/INDEPENDENT DIRECTORS:

The Non Executive Directors of the company, whether Independent or NonIndependent, are paid sitting fees for attending the meetings of the Board of Directors/Committees of Board of Directors which is within the limits prescribed under theCompanies Act, 2013 and the company has not paid any other fee or compensation tothe Non Executive directors.

The table below shows the details of remuneration paid to Non Executive / IndependentDirectors of the company during the financial year 2014 - 2015.

Name of the Director

INDEPENDENT & NON EXECUTIVEDr N C B Nath 18,000Mr. S R Ramakrishnan 9,000Mr. D Ranga Raju -Ms. Lalitha Raghuram -NON-EXECUTIVEMr. K S Raju 22,500Mr.K Rahul Raju 18,000Mr. Chandra PaI Singh Yadav 4,500

Sitting Fees paid for attending meetingsof the Board of Directors / Committees ofDirectors*

REMUNERATION TO MANAGERThe details of Compensation of the Manager is :Salary - ` 10,000/- p.m.Perquisites - as per rules of the company.APPOINTMENT OF THE DIRECTORSNON- EXECUTIVE DIRECTORSIn accordance to the Articles of Association of the company, one third of the Directorsare liable to retire every year and if eligible, offer themselves for re-appointment atevery Annual General Meeting.Mr. Chandra Pal Singh Yadav, Director of the company is liable to retire by rotation andbeing eligible offers himself for re-appointment as Director, liable to retire by rotation.INDEPENDENT DIRECTORSIn accordance with Section 149, 152 and Schedule IV of the Companies Act, 2013 andthe Rules made thereunder and Clause 49 of the Listing Agreement, it is proposed toappoint Ms. Lalitha Raghuram as an Independent Director of the company not liableto retire by rotation to hold office up to conclusion of 10th Annual General Meeting.The appointment are being placed before the members of the company at the 5th

Annual General Meeting to be held on September 29, 2015 for their approval.

The table below lists the Directors being appointed.

Name of theDirector

Date ofBirth

Last Re-appointment Date

Qualification Directorships in Other Companies (OnlyPublic Cos.,)

Membership of Committees of the Boardin other Companies

Mr. Chandra Pal SinghYadav

19-03-1959 April 15, 2014 M.Sc, B.Ed, LLB. • Krishak Bharati Co-operative Limited

• KRIBHCO Shyam Fertilizers Limited

• National Coop. Union of India

• Kribhco Infrastructure Ltd.

• Continental Multimodal Terminals Ltd.

• Gramin Vikas Trust (GVT)

• Krishco Gramin Vikas Sanstha

• Kisan Bahudesiya Sehkari Samiti Ltd.

• National Film & Fine Arts Coop. Ltd.(NAFFAC)

• Nagarjuna Fertilizers and ChemicalsLimited

Krishak Bharathi Co.op. Limited• Executive Committee• Audit Committee• Sub-committee on MarketingKribhco Shyam Fertilizers Limited• Remuneration Committee• Audit & Finance Committee

Non – Executive Directors

Name of theDirector

Date ofBirth

Last AppointmentDate

Qualification Directorships in Other Companies (OnlyPublic Cos.,)

Membership of Committees of the Boardin other Companies

Independent Directors

*Excludes TDS & Service Tax

Ms. LalithaRaghuram

22-06-1962 -- Master in SocialWelfare

• Nagarjuna Fertilizers and ChemicalsLimited

Nagarjuna Fertilizers and Chemicals Limited• Audit Committee

PERFORMANCE EVALUATION OF DIRECTORS AND CRITERIA FOR EVALUATION:The Directors Report contains information in this regard.DETAILS OF FAMILIARIZATION PROGRAMMES TO DIRECTORSThe Company as a practice ensures that all Directors are briefed on matters of the company on their induction into the Board of Directors of the company. The company alsoissues a Letter of Appointment in case of Independent Directors detailing their terms and conditions of appointment.

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The Memorandum and Articles of Association of the Company, copies of Annual Reportsfor the previous financial years, half year reports, organization structure, Companypolicies including Code of Conduct, Insider Trading Policy, and Board Charter, WhistleBlower Policy etc. are provided to the directors at the time of induction.The Board of Directors are also familiarized at regular intervals on any changes thattakes place in the organization and also updations on statutory enactments effectingthem as Directors or impacting the Company.REMUNERATION POLICYThe Nomination and Remuneration Policy has been adopted by the Board of Directorsbased on the recommendation of the Nomination and Remuneration Committee incompliance of Section 178 of the Companies Act, 2013 and the Listing Agreement,entered into by the Company with Stock Exchanges.This policy acts as a guideline for determining, inter-alia, qualifications, positiveattributes and independence of a Director, matters relating to the remuneration,appointment, removal and evaluation of performance of the Directors, Key ManagerialPersonnel, Senior Management and other employees.RELATED PARTY TRANSACTIONSThe Directors Report contains information in this regard.MEETINGS OF INDEPENDENT DIRECTORSThe Independent Directors of the Company have even before the notification by SEBI,been having informal meetings before every Board Meeting and discussing the issuesimpacting the Company.RETIREMENT POLICY OF THE DIRECTORSThe Company does not have a Retirement Policy for the members of the Board ofDirectors of the Company.RESPONSIBILITIES OF THE BOARDThe primary role of the Board is that of trusteeship to protect and enhance shareholders’value. As trustee, the Board ensures that the Company has clear goals and policies forachievement. The Board oversees the Company’s strategic direction, reviews corporateperformance, authorizes and monitors strategic decision, ensures regulatorycompliance and safeguards interests of stakeholders.SHARES HELD BY NON-EXECUTIVE DIRECTORSNone of the Non-Executive Directors were holding any shares in the Company as onMarch 31, 2015.CODE OF CONDUCT AND ETHICSThe Company adopted the Code of Conduct and Ethics for Directors and seniormanagement personnel. The Code has been circulated to all the members of the Boardand senior management and the same has been put on the Company’s websitewww.norl.co.in.The Board of Directors and senior managerial personnel have affirmed their compliancewith the Code and a declaration to this effect signed by Manager and CompanySecretary appears in the Annexure to the Corporate Governance Report.LEAD INDEPENDENT DIRECTORDr. N C B Nath, who is the Chairman of the Audit Committee of Board of Directors, is theLead Independent Director. The Lead Independent Director on behalf of theIndependent Directors provides structural feedback to the Board to encourage healthydiscussions and openness amongst the members of the Board.TRAINING FOR THE BOARD MEMBERSAs part of ongoing knowledge sharing, the Board of Directors are updated with relevantstatutory amendments and landmark judicial pronouncements encompassingimportant laws such as Company Law, SEBI Law, Income Tax Law, among others atmeetings of the Board of Directors.The Board of Directors meet periodically with Senior Managerial Personnel and discussareas of interest of the Company.The Company, as a good governance practice, put in place a “Policy on Training ofBoard of Directors”.COMMITTEES TO THE BOARDThe Board of Directors have constituted various Committees with adequate delegationto focus on specific areas and take decisions so as to discharge day to day affairs of theCompany. Each committee is guided by its charter, which defines the composition,scope and powers of the Committee. All decisions and recommendations of theCommittees are placed before the Board of Directors. The Committees constituted bythe Board as on date are:1. SHARES AND DEBENTURES COMMITTEE

The Committee comprises of following members:

Name of the Member CategoryMr. K S Raju ChairmanMr. K Rahul Raju MemberThe Committee met Twenty Nine (29) times during the year under review apartfrom considering matters through circulation.The quorum is two members present in person.Terms of Reference:Allotment of Shares, accept calls in advance, and / or share capital not called up,approve / reject or otherwise deal with applications for transfer, transmission,transposition, mutation of shares and debentures, issue share and debenturecertificates including duplicate, split, sub-divide or consolidated certificates andto deal with all related matters.

2. STAKEHOLDERS RELATIONSHIP COMMITTEEThe Committee met four (4) times during the year 2014-15.The table shows the list of members of the Stakeholders Relationship Committeeand the various dates on which meetings were held and their attendanceparticulars

Name of Category Date of Meeting and attendance particularsthe Member 29-05-2014 30-07-201410-11-201413-02-2015

Dr. N C B Nath Chairman ✓ ✓ ✓ ✓

Mr. K S Raju Member ✓ ✓ ✓ ✓

Mr. K Rahul Raju Member ✓ x ✓ ✓

✓ Present, x AbsentTerms of reference:The terms of reference of the Committee shall be matters that are considerednecessary in relation to shareholders, debenture holders, investors and variousother stakeholders of the Company in relation to Transfer of shares, Non-receiptof declared dividends, Non-receipt of balance sheet, complaints directlyconcerning the shareholders/ investors as stakeholders of the Company but notlimited to the above mentioned matters.

3. MANAGEMENT COMMITTEEThere were no meetings of the Management Committee of Directors during thefinancial year 2014-2015.The table below shows the list of members of the Management Committee .

Name of the Member CategoryMr. K S Raju ChairmanDr . N C B Nath MemberMr. S R Ramakrishnan MemberMr. K Rahul Raju Member

The quorum is two members present in person.Terms of reference:1. To review the operations of the Company from time to time and also formulate

and review corporate objectives and strategies including long range plansfor expansion / diversification of the Company’s activities.

2. To formulate annual budgets / business plans for the Company.3. To approve capital expenditure other than proposals for expansion,

diversification, modernization and de-bottlenecking, including investmentin immovable property, above Rs. Five crores upto Rs. Ten Crores perproposal, excluding the authority already delegated to Managing Director orInternal Management, as the case may be, as per Delegation of Authority.

4. To approve revenue expenditure above Rs. Five Crores and upto Rs. TenCrores in case of procurements on a single tender basis or above Rs. TenCrores upto Rs. Fifteen Crores on multi tender basis excluding the authorityalready delegated to Managing Director or Internal Management, as thecase may be, as per Delegation of Authority.

5. To make donations / contributions to charitable and other funds other thanto any political party or for political purposes up to an aggregate amount ofRs. Ten lakhs in any financial year.

6. To lay down and review from time to time Company’s employment policy.4. AUDIT COMMITTEE

The Audit Committee of Directors consists of well qualified and IndependentDirectors. It comprises of four members, and complies with the stipulation thattwo thirds of the members shall be Independent Directors. All the members of thecommittee possess adequate knowledge of finance and accounts. The scope ofthe activities of the committee, are in conformity as are set out in Clause 49 of thelisting agreement read with section 177 of the Companies Act, 2013 and the rulesmade thereunder.

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NAGARJUNA OIL REFINERY LIMITEDThe table shows the list of members of Audit Committee and the various dates onwhich meetings were held and their attendance particulars.

Name of Category Date of Meeting and attendance particularsthe Member 29-05-2014 30-07-2014 10-11-2014 13-02-2015

Dr. NCB Nath Chairman ✓ ✓ ✓ ✓

Mr. S R Rama Member X ✓ ✓ XkrishnanMr. K S Raju Member ✓ ✓ ✓ ✓

Ms. Lalitha Member - - - -Raghuram *

* appointed as a member with effect from May 16, 2015The Secretary of the Company acts as Secretary to the Committee. The StatutoryAuditor, the Head-Internal Audit and such other executives as the committee considersappropriate are present as invitees for the Meetings of the Audit Committee.The quorum for the Audit Committee shall be two members or 1/3rd of the strengthof the Audit Committee, whichever is higher.Terms of Reference

a) Oversee the Company’s financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct,sufficient and credible.

b) Recommending to the Board, the appointment, re-appointment,remuneration and terms of appointment of auditors of the Company.

c) Approval of payment to statutory auditors for any other services renderedby the statutory auditors.

d) Reviewing, with the management, the annual financial statements andauditors report thereon before submission to the Board for approval, withparticular reference to:i. Matters required to be included in the Director’s Responsibility statement

to be included in the Board’s Report in terms of clause (c) of sub- section3 of Section 134 of the Companies Act, 2013.

ii. Changes, if any, in accounting policies and practices and reasons for thesame.

iii. Major accounting entries involving estimates based on the exercise ofjudgement by management.

iv. Significant adjustments made in the financial statements arising out ofaudit findings.

v. Compliance with listing and other legal requirements relating to financialstatements.

vi. Disclosure of any related party transactions.vii. Qualifications in the draft audit report.

e. Reviewing with the management, the quarterly financial statements beforesubmission to the Board for approval.

f. Reviewing, with the management, the statement of uses / application offunds raised through an issue (public issue, rights issue, preferential issue,etc.), the statement of funds utilized for purposes other than those stated inthe offer document / prospectus/ notice and the report submitted by themonitoring agency monitoring the utilization of proceeds of a public or rightsissue and making appropriate recommendations to the Board to take upsteps in this matter.

g. Review and monitor the auditor’s independence and performance andeffectiveness of audit process.

h. Approval or any subsequent modification of transactions of the Companywith related parties.

i. Scrutiny of inter - corporate loans and investments.j. Valuation of undertakings or assets of the Company, wherever it is necessary.k. Evaluation of internal financial controls and risk management systems.l. Reviewing with the management, performance of statutory and internal

auditors, adequacy of the internal control systems.m. Reviewing the adequacy of internal audit function, if any, including the

structure of the internal audit department, staffing and seniority of the officialheading the department, reporting structure coverage and frequency ofinternal audit.

n. Discussion with internal auditors any significant findings and follow upthereon.

o. Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of

internal control systems of a material nature and reporting the matter to theBoard.

p. Discussion with statutory auditors before the audit commences, about thenature and scope of audit as well as post-audit discussion to ascertain anyarea of concern.

q. To look into the reasons for substantial defaults in the payment to thedepositors, debenture holders, shareholders (in case of non payment ofdeclared dividends) and creditors.

r. To review the functioning of the Whistle Blower mechanism.s. To approve the appointment of CFO / Whole time Finance Director.t. Carrying out any other function as is mentioned in the terms of reference of

the Audit Committee.u. To consider and commend to the Board appointment of Cost Auditor of the

Company.REPORT OF THE AUDIT COMMITTEE OF DIRECTORS FOR THE YEAR ENDED MARCH31, 2015To the Shareholders of Nagarjuna Oil Refinery Limited

a. The Audit Committee’s suggestions from time to time were implemented bythe Company during the course of the year.

b. The Audit Committee sought clarifications from the Auditors and theManagement of the Company, whenever required, in relation to the financialmatters of the Company as per the scope and powers of the Audit Committee.

c. The Audit Committee meetings were interactive.d. The Committee is recommending to the Board the ratification of appointment

of M/s. M Bhaskara Rao & Co., Chartered Accountants as statutory auditorsof the Company, to carry out audit of the accounts of the Company for theFinancial Year 2015-16. M/s. M Bhaskara Rao & Co., have confirmed theireligibility under Section 141 of the Companies Act, 2013.

e. M/s. M Bhaskara Rao & Co., have also confirmed that they have a validcertificate issued by the Peer Review Board of the Institute of CharteredAccountants of India as per the requirements of Clause 41 of the listingagreement.

Hyderabad ChairmanMay 16, 2015 Audit Committee

5. BANKING COMMITTEEThere were no meetings of the Banking Committee of Directors during the financialyear 2014-2015.The banking committee consists of

Name of the Member CategoryMr. K S Raju ChairmanMr. K Rahul Raju Member

The quorum is two members present in person.Terms of reference:Availment of fund based and non-fund based credit facitilies by the Companyfrom Finanical Instutions and Banks, as per the limites delegated by the Board ofDirectors of the Company.

6. INVESTMENT COMMITTEEThere were no meetings of the Investment Committee of Directors during thefinancial year 2014-2015.The Investment Committee consists of :

Name of the Member CategoryMr. K S Raju ChairmanMr. K Rahul Raju Member

The quorum is two members present in person.Terms of reference:1. Investment of surplus funds in units, discounting of LC backed bills, clean bill

discounting, inter-corporate deposits and investment in shares.2. To dis-invest or pledge the securities such as shares, debentures, government

bonds, etc., held by the Company in its name from time to time and do allsuch acts, deeds and things that are necessary in this regard.

7. NOMINATION & REMUNERATION COMMITTEEThe Committee met three (3) times during the financial year 2014-2015The table shows the list of members of the Nomination & Remuneration Committeeand the various dates on which meetings were held and their attendanceparticulars

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NAGARJUNA OIL REFINERY LIMITEDName of Category Date of Meeting and attendance particulars

the Member 29-05-2014 30-07-2014 10-11-2014Dr. N C B Nath Chairman ✓✓✓✓✓ ✓✓✓✓✓ ✓✓✓✓✓

Mr. S R Ramakrishnan Member X ✓✓✓✓✓ ✓✓✓✓✓

Mr. D Ranga Raju Member X X XThe quorum is two members present in person.

Terms of reference:1) Formulate and recommend to the Board a Remuneration Policy, relating to the

remuneration for the directors, key managerial personnel and other employeesand review/ modify the same from time to time

2) Formulate criteria for determining qualifications, positive attributes andindependence of a director and review/ modify the same from time to time

3) Identify persons who are qualified to become directors and who may be appointedin senior management and recommend to the Board their appointment andremoval

4) Carry out evaluation of every director’s performance.5) Devising a policy on Board diversity6) To select, retain and terminate the services of any consultant who shall assist the

Committee in discharging its functions.RISK ASSESSMENT AND MINIMISATION PROCEDUREThe Company has setup an Enterprise Risk Management System to manage andmitigate unforeseen risksMANAGEMENT DISCUSSION AND ANALYSISThe Annual Report has a detailed chapter on Management Discussion and Analysis.MANAGEMENT DISCLOSURESDirectors and Senior Management Personnel of the Company, as well as certainidentified key associates make half yearly disclosures to the Board relating to allmaterial, financial and commercial transactions where they have interest, conflictingwith the interest of the Company. The interested Directors do not participate in thediscussion nor do they vote on such matters when the matter is considered by theBoard of Directors.D. STAKEHOLDERSDISSEMINATION OF INFORMATIONThe Company has established systems and procedures to disseminate relevantinformation to its stakeholders including shareholders, auditors, suppliers, customers,employees and financers. The primary source of information regarding the operationsof the Company, including the quarterly results, can be viewed on the Company’swebsite www.norl.co.in.The quarterly and annual results of the Company are sent to the Stock Exchangesimmediately after they are approved by the Board of Directors and published in widelycirculated English Newpapers and in vernacular newspaper.Corp Filing / NEAPS FacilityThe Company filing information to the Stock Exchanges through CorpFiling website-www.corpfiling.co.in. and NEAPS website, www.connect2nse.com.Investor Grievance RedressalThe Company has 4,31,107 shareholders. The Company during April 1, 2014 to March31, 2015 received and attended/resolved 1145 letters from the investors anddematerialsied/ rematerialisation 2709 requests for dematerialization /rematerialisation of shares.The table below shows the details of shareholder’s or depositor’s queries / complaints/requests received and resolved during the financial year 2014-2015.Nature of Letters Opening Received Replied Closing

Balance BalanceChange of address 0 98 98 0Share transfers 0 282 282 0Dematerialisation/Remat of Shares 0 2709 2709 0Issue of duplicate certificates 0 9 9 0Transmission of shares 0 156 156 0General queries 0 1145 1145 0

SHARE TRANSFER SYSTEMThe Company’s transfer of shares activity is fully computerized.The dematerialized shares are directly transferred to the beneficiaries account by thedepositories.Compliance OfficerMs. Ankita Mathur, Company Secretary is the Compliance Officer for complying withthe requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, the newregulations and the Listing Agreements entered into with the Stock Exchanges.

Share Transfer AgentsXL Softech Systems Limited, Hyderabad are the Share Transfer Agents of the Company.Nomination facilityShareholders holding physical shares may file nominations in prescribed Form SH-13of the Companies (Share Capital and Debentures) Rules, 2014, to the Registrar andTransfer Agents of the Company. Those holding shares in dematerialized form maycontact their respective Depository Participant (DP) to avail the nomination facility.Dematerialization of Shares and LiquidityThe shares of the Company are under the category of compulsory delivery indematerialized mode by all categories of investors.The Company has signed agreements with both the depositories i.e., National SecuritiesDepository Limited and Central Depository Services (India) Limited. As on March 31,2015, over 90.90 % of the shares of the Company are held in electronic mode.The status of the equity shares of the Company is furnished below:Total No. of Equity Shares: 42,81,81,821Total No. of Shareholders: 4,31,107The table below shows the status on the dematerialization of the equity shares of theCompany:

Mode of No. of % to Total No. of % toShareholding Shares Equity Shareholders Total

Shares ShareholdersPhysical Form 3,89,71,863 9.10 1,96,279 45.53Held in electronicmode 38,92,09,958 90.90 2,34,828 54.47Total 42,81,81,821 100.00 4,31,107 100.00

The Company’s ISIN No. for dematerialization for both NSDL and CDSL isINE453M01018.RECONCILIATION OF SHARE CAPITAL AUDITA Practicing Company Secretary of the Institute of Company Secretaries of India, hascarried out the reconciliation of Share Capital Audit every quarter to reconcile the totaladmitted capital with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) and the total issued and listed capital. Theaudit confirms that the total issued/ paid-up capital is in agreement with the aggregatetotal number of shares in physical form and the total number of dematerialized sharesheld with NSDL and CDSLDISTRIBUTION OF SHAREHOLDINGThe table below shows the distribution of shareholding of various groups as on March31, 2015

Share Holding Shareholders ShareholdingNumber % to Total Value in Rs. % to Total

Upto 5000 428013 99.28 124120468 28.995001 – 10000 1674 0.39 12712768 2.9710001 – 20000 748 0.17 10690922 2.5020001 – 30000 239 0.06 5930758 1.3930001 – 40000 99 0.02 3497479 0.8240001 – 50000 88 0.02 4160757 0.9750001 – 100000 147 0.03 10186843 2.38100001 and Above 99 0.02 256881826 59.99TOTAL 431107 100.00 428181821 100.00

The table below shows the distribution of promoter and non-promoter shareholding ason March 31, 2015

Category No. of % ofshares held shareholding

A Promoter’s holding 17,17,19,642 40.10B Non-promoters holding

I. Institutional investorsa. Mutual funds and UTI 2,14,250 0.05b. Banks, financial institutions, insurance

companies (Central/state governmentinstitutions/non-government institutions) 79,81,161 1.86

c. Foreign Institutional Investors 6,48,864 0.15II. Othersa. Private corporate bodies 4,70,92,278 11.00b. Indian public 16,98,14,570 39.66c. NRIs/OCBs 62,16,129 1.45d. Any other (please specify)

Trusts 2,44,94,627 5.72Foreign National 300 0.00GRAND TOTAL 42,81,81,821 100.00

21

NAGARJUNA OIL REFINERY LIMITEDThe table below shows the details of persons holding more than 1 % shareholding inthe Company, as on March 31, 2015

S. No. Name of the Company %Core Promoters

1. Amlika Mercantile Private Limited 30.42%*Co - Promoter

2. Fireseed Limited 1.87%3. Governor of Andhra Pradesh 4.55%4. KRIBHCO 2.34%5. Saipem SPA 0.93%

Total 40.10%

* Please refer note in point IV(ii) of Annexure - IV to the Directors ReportLIST OF PROMOTER COMPANIESCore-Promoters

1. Amlika Mercantile Private Limited.Co - Promoters

1. Fireseed Limited2. Government of Andhra Pradesh3. Krishak Bharati Co-operative Limited4. Saipem S.p.A. (formerly Snamprogetti S.p.A)

STOCK PRICE DATAThe table below shows the monthly high, low per month on the National Stock Exchangeand Bombay Stock Exchange during the financial year 2014-2015

HIGH & LOW PRICE OF SHARES PER MONTH ON BSE & NSE

MONTH BSE NSEHIGH(`̀̀̀̀) LOW(`̀̀̀̀) HIGH(`̀̀̀̀) LOW(`̀̀̀̀)

April 2014 4.16 3.53 4.20 3.60May 2014 6.60 3.65 6.60 3.65June 2014 6.83 4.78 6.75 4.75July 2014 5.99 4.42 6.00 4.45August 2014 5.04 4.00 5.00 3.90September 2014 6.16 4.76 6.00 4.80October 2014 4.98 4.15 5.00 4.00November 2014 4.84 4.00 4.85 3.95December 2014 4.38 3.87 4.40 3.85January 2015 4.04 3.50 4.05 3.50February 2015 4.44 3.50 4.40 3.50March 2015 5.58 3.55 5.50 3.50

GENERAL BODY MEETINGSThe Fourth Annual General Meeting of the Company was held on September 26, 2014. Mr.K S Raju, Director, chaired the Meeting.The table below shows the details of the previous three General Body Meetings and theSpecial Resolutions passed.

No. ofAGM & F.Y.

Date & Time Location Special Resolution (s) passed

2nd AGM2011-12

August31, 201209.30 AM

Satya SaiNigamagamam,8-3-987/2, SrinagarColony,Hyderabad - 500 073

Special Resolution for subscribing toshares, making loans, providingguarantee in form of SponsorUndertaking to the Lenders of NagarjunaOil Corporation Limited (NOCL)

3rd AGM2012-13

November29, 201312.30 PM


Special Resolution for alteration ofarticles of association by insertingprovision relating to buy back of sharesof the company

4th AGM2013-14

September26, 201412.00 Noon


Special Resolution for the appointmentof Mr. K Soma Raju as Manager of thecompany for a period of 3 years witheffect from August 31, 2014.

DETAILS OF PUBLIC FUNDING IN THE LAST THREE YEARSThe Company has not raised any funds from the public since inception.The company has not issued any GDRs / ADRs.DISCLOSURESCompliance with mandatory requirements of Listing Agreementa. Related parties

1. Names of related parties and description of relationship.a) Associates

(i) Nagarjuna Oil Corporation Limitedb) Key Managerial Personnel

i) Mr K S Raju, Chairmanii) Mr K Soma Raju, Manageriii) Mr K Rahul Raju, Non-Executive Directoriv) Mr. A. Sudhakara Rao, Chief Financial Officer.v) Ms. Ankita Mathur, Company Secretary

c) Enterprises under significant influence of Key Managerial Personnel ortheir relatives.i) Nagarjuna Fertilizers and Chemicals Limitedii) Nagarjuna Agrichem Limited

b. Related Party Transactions at the end of the Financial year 2014-15

Advance Received `̀̀̀̀ LakhsNagarjuna Fertilizers and Chemicals Limited* 879.23

* In terms of the order of the Hon’ble High Court of Bombay, at Mumbai in the CompositeScheme.c. Disclosure of accounting treatment

In the preparation of financial statements, the company has followed the accountingstandards issued by the Institute of Chartered Accountants of India

d. Proceeds from the preferential issue of warrantsNot applicable

e. Certifications:1. The Manager and Chief Financial Officer, certify every quarter that the

unaudited financial results of the company do not contain any false or misleadingstatement or figures and do not omit any material fact which may make thestatements or figures contained therein misleading.

2. A certificate as stipulated by Clause 49 signed by Manager and Chief FinancialOfficer certifying the correctness of the year end financial statements and cashflow statement, responsibility for internal controls and indication of changes inthe internal control and accounting policies appears in the annexure to thisreport.

3. A certificate as mandated by Clause 49 signed by Manager and CompanySecretary certifying the compliance of the Companies code of conduct appearsin the annexure to this report.

f. There were no penalties, strictures imposed on the company by Stock Exchangesor Securities and Exchange Board of India (SEBI) or any Statutory Authority on anymatter related to Capital Markets during the last three years.

Compliance with Mandatory Requirements of Clause 49Your Company is fully compliant with the applicable mandatory requirements of theClause 49 of the Listing Agreement.A certificate from Practicing Company Secretary that the conditions of CorporateGovernance as mandated by Clause 49 of the Listing Agreement, has been obtained andthe same is shown as an annexure to the Directors Report.The table shows the Compliance Report status

(i) Mandatory Matters

LAST THREE ANNUAL / EXTRA-ORDINARY GENERAL MEETINGS

EXTRAORDINARY GENERAL MEETINGS1st EGM

2011-12June 13,

20114.00 PM

Nagarjuna Hills,Punjagutta,Hyderabad-500082

As per section 100-103, Cancellation ofCapital and reduced by 500000

2nd EGM2011-12

August22,2011

04.00 PM


As per section 31, Alteration of theArticles of Association of the Company

3rd EGM2011-12

September05,201104.00 PM


Appointment of Manager as per Section269,198,309,310 and Sch XIII.

II. Board of Directors 49 (II)A. Composition of Board 49 (IIA) YesB. Independent Directors 49 (IIB) YesC. Non-executive Directors’

Compensation & Disclosures 49 (IIC) YesD. Other Provisions as to Board and

Committees 49 (IID) YesE. Code of Conduct 49 (IIE) YesF. Whistle Blower Policy 49 (IIF) Yes

Particulars Clause of ListingAgreement

Compliance Status(Yes/No)

22


III. Audit Committee 49 (III)A. Qualified & Independent

Audit Committee 49 (IIIA) YesB. Meeting of Audit Committee 49 (IIIB) YesC. Powers of Audit Committee 49 (IIIC) YesD. Role of Audit Committee 49 (IIID) YesE. Review of Information by

Audit Committee 49 (IIIE) YesIV.Nomination and Remuneration

Committee 49 (IV) YesV. Subsidiary Companies 49 (V) YesVI. Risk Management 49 (VI) YesVII. Related Party Transactions 49 (VII) YesVIII. Disclosures 49 (VIII)

A. Related Party Transactions 49 (VIIIA) YesB. Disclosure of Accounting treatment 49 (VIIIB) YesC. Remuneration of Directors 49 (VIIIC) YesD. Management 49 (VIIID) YesE. Shareholders 49 (VIIIE) YesF. Proceeds from public issues, rights

issue, preferential issues, etc 49 (VIII I) Not applicableIX. CEO/CFO Certification 49 (IX) YesX. Report of Corporate Governance 49 (X) YesXI. Compliance 49 (XI) Yes

Particulars Clause of ListingAgreement

Compliance Status(Yes/No)

COMPLIANCE / NON-ADOPTION OF NON-MANDATORY REQUIREMENTS

1. The BoardA Non-Executive Chairman may be entitled to maintain achairman’s office at the company’s expense and also allowedreimbursement of expenses incurred in performance of hisduties.

2. Shareholders RightsA half-yearly declaration of financial performance includingsummary of the significant events in last six-months, may besent to each household of shareholders.

3. Audit QualificationsCompany may move towards a regime of unqualified financialstatements.

4. Separate posts of Chairman and CEOThe Company may appoint separate persons to the post ofChairman and Managing Director/ CEO.

5. Reporting of Internal AuditorThe Internal auditor may report directly to the AuditCommittee.

Not Applicable

No

Yes

Yes

Yes

OTHER COMPLIANCES

Secretarial Standards of Institute of Company Secretaries of India (ICSI)

The Company has been following secretarial practices and standards as laid down in theSecretarial Standards issued by the Institute of Company Secretaries of India, New Delhi,except in relation to compliance of Secretarial Standard - 2, Clause 1.2.6, which providesfor listed companies with more than 5,000 shareholders to publish in a newspaper havingwide circulation within India, where more than 1,000 members reside an abridged textof the Notice, listing the items of the business of the Meeting.

The Company has consequent to ICSI notifying SS-1 & SS-2 with effect from July 1, 2015been in compliance of the Standards.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.

The Company has not received any complaints alleging sexual harassment during thefinancial year 2014-15.

Remote E-voting

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20of The Companies (Management and Administration) Rules, 2014 and Clause 35B of theListing Agreement entered into with the Stock Exchanges, the Company is providingremote e-voting facility of casting votes using an electronic voting system from a placeother than venue of the General Meeting and voting at the General Meeting through theballot form on all the resolutions set forth in the Notice to the 5th Annual General Meetingto be held on Tuesday i.e., September 29, 2015 at 12.00 Noon.

The Company has engaged the services of Central Depository Services (India) Limited toprovide remote e-voting platform to the shareholders.

Please refer to the detailed instructions on remote e-voting at page no. 35 of the AnnualReport.

Shareholders holding shares in demat form and shareholders who have registered theiremail id with the Company will also receive the remote e-voting instructions by email.

Shareholders who do not have access to remote e-voting facility may use the enclosedBallot Form and send their assent or dissent on or before close of business hours ofSeptember 28, 2015.

GENERAL SHAREHOLDERS INFORMATION

Tuesday, 29th day of September, 2015 at 12.00Noon Sri Satya Sai Nigamagamam, SrinagarColony, Hyderabad - 500 073.

5th Annual General MeetingDay, Date, Time and Venue

September 22, 2015 to September 29, 2015(both days inclusive)

Dates of Book Closure

D.No.8-2-248, Nagarjuna Hills, Punjagutta,Hyderabad - 500 082, Talangana.

Registered Office

Ms. Ankita Mathur,Company SecretaryPh No.(040) 23355317. Fax (040) 23350247Email : [email protected]

Compliance Officer

XL Softech Systems Limited Plot No.3, SagarSociety, Road No. 2, Banjara Hills,Hyderabad – 500 034.Email : [email protected]

Share Transfer Agent

The company has not declared dividend sinceinception.

Dividend history for the lastfive years

Quarter ending June 30, 2015 - 3rd week ofJuly 2015

Quarter ending September 30, 2015 - 3rd weekof October 2015

Quarter ending December 31, 2015 - 3rd weekof January 2016

For the year ending March 31, 2016 - 4th weekof April 2016

Tentative dates for consideringFinancial Results

STOCK CODE BSE : 534184The Bombay Stock Exchange, MumbaiCorporateRelationship Department,1st Floor, New Trading Ring, Routunda Building,PJ Towers, Dalal Street, Fort Mumbai -400 001

STOCK CODE NSE : NAGAROILNational Stock Exchange of India Limited,Exchange Plaza, 5th Floor, Plot No.C/1, GBlock,Bandra – Kurla Complex, Bandra (E),Mumbai - 400 051

Listing on Stock Exchanges &Stock Code

Listing fees for the year 2015-2016 has been paidto the Stock Exchanges, in the stipulated period,where the equity shares of the company arelisted.

Listing fee

INE453M01018 for NSDL and CDSL.ISIN No

L23200AP2010PLC071242CIN No.

23

NAGARJUNA OIL REFINERY LIMITEDCERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL

OFFICER OF THE COMPANYWe, K Soma Raju, Manager and A Sudhakara Rao, Chief Financial Officer, of NagarjunaOil Refinery Limited, to the best of our knowledge and belief certify that :1. We have reviewed the Balance Sheet and Profit and Loss Account of the company

for the year ended March 31, 2015 and all its schedules and notes on accounts, aswell as the Cash Flow Statement.

2. Based on our knowledge and information, these statements do not contain anyuntrue statement of a material fact or omit to state a material fact necessary tomake the statements made.

3. Based on our knowledge and information, the financial statements, and other financialinformation included in this report, fairly present in all material respects, the financialcondition, results of operations and cash flows of the company as of, and for, theperiods presented in this report, and are in compliance with the existing accountingstandards and / or applicable laws and regulations.

4. To the best of our knowledge and information :a. these statements do not contain any materially untrue statement or omit to

state a material fact or contains statement that might be misleading.b. these statements together present a true and fair view of the Company’s affairs

and are in compliance with existing accounting standards, applicable laws andregulations.

5. We also certify, that based on our knowledge and the information provided to us,there are no transactions entered into by the company, which are fraudulent orillegal.

6. The company’s other certifying officers and we are responsible for establishing andmaintaining internal controls and procedures for the Company, and we haveevaluated the effectiveness of the company’s internal controls and procedures andconfirm them to be adequate.

7. The company’s other certifying officers and we have disclosed, based on our mostrecent evaluation of internal controls and systems and have to statea. That there were no deficiencies in the design or operation of internal controls,

which we are aware;b. That there have been adequate internal controls in the company.c. That there was no fraud, which we have become aware of and that involves

Management or other employees who have a significant role in the company’sinternal control systems;

d. That there were no changes in accounting policies during the year

K Soma Raju A Sudhakara RaoHyderabad Manager Chief Financial OfficerMay 16, 2015

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIORMANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT AND ETHICS

This is to inform you that the company has adopted a Code of Conduct and Ethics applicableto all the Members of the Board of Directors and Senior Management Personnel of thecompany. The details of the Code of Conduct and Ethics are available at the company’swebsite at www.norl.co.in.

I confirm that the company has in respect of the financial year ended March 31, 2015received from all the Members of the Board of Directors and all the Senior ManagementPersonnel of the company a declaration of compliance with the Code of Conduct andEthics as applicable to them.

To the best of my knowledge and belief, no transactions entered into by the companyduring the year are violative of the company’s code of conduct.

Senior Management Personnel are personnel who are part of the core managementteam, comprising personnel one level below the executive directors and including allfunctional heads as on March 31, 2015.

Hyderabad Ankita Mathur K Soma RajuMay 16, 2015 Company Secretary Manager

CERTIFICATE OF CORPORATE GOVERNANCE

To the Members ofNAGARJUNA OIL REFINERY LIMITEDWe have examined the compliance of conditions of Corporate Governance byNAGARJUNA OIL REFINERY LIMITED for the year ended on 31st March, 2015, asstipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchangesin India.

The Compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination has been in the manner described in the Guidance Noteon Certification of Corporate Governance issued by the Institute of Company Secretariesof India and has been limited to a review of the procedures and implementation thereofadopted by the company for ensuring compliance with the conditions of CorporateGovernance as stipulated in the said Clause. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations givento us and based on our reliance upon the representations made by the management thatthere were no transactions of material nature with the management or by relatives thatmay have potential conflict with the interest of the Company at large, as stated underDisclosures column of the Company’s Report on Corporate Governance.

The Share Transfer Agent of the Company has certified the number of complaints receivedfrom the investors and the number of complaints resolved during the financial year andthere are no complaints pending as at the year end as stated under Investor GrievanceRedressal column of the Company’s Report on Corporate Governance.

We certify that the Company has complied in all material respects with the conditions ofCorporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viabilityof the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For KBG ASSOCIATESCompany Secretaries


24


MANAGEMENT DISCUSSION AND ANALYSISThe Indian Economic Scenario

During the year gone by the Indian economy has revived owing to the policies andinitiatives of the Government of India. The Gross Domestic Product (GDP) growth, whichwas below 5% levels in past two fiscal years seems to have picked up and has showngenuine improvement. Growth in the current year, while not spectacular, has moved upfirmly into the 5%+ handle. This improvement has come on the back of improvedperformance in the industrial sector, stable growth in the services sector, marked declinein the inflation and lower global oil prices.

The International Monetary Fund forecasted India’s growth at 7.5% in 2015 by when itis likely to cross China’s projected growth rate.

India’s macro-economic prospects have strengthened and the country is best positionedamong emerging market economies, gaining global investor’s attention Theimprovement in India’s economic fundamentals has accelerated in Financial Year 2014-15 with the combined impact of a strong Government mandate, RBI’s inflation focussupported by softening global commodity prices. The more important and stable flowsthrough the Foreign Direct Investment (FDI) route have also picked up as the governmentincreased the level of permissible investments into some sectors. The capital marketshave continued to scale record levels as euphoria has built up on the possible trajectoryof the Indian economy.

India has become a promising investment destination for foreign companies looking todo business here. The Government of India has launched the ‘Make in India’ initiativewith the aim to give the Indian economy global recognition. This initiative is expected togive new lease to the manufacturing sector in India and increase the purchasing powerof the common man, which would further boost demand, and hence spur development,in addition to benefiting investors.

Oil and Gas Sector

International Perspective

Oil is expected to remain the No. 1 energy source, with demand rising by almost 30percent due to growth in commercial transportation and the chemicals industrys need forfeedstock. Among major oil products, diesel and jet fuel grow sharply, while gasolineremains essentially flat.

As per the Global Energy Outlook 2035 published by British Petroleum (BP) World energydemand is projected to be 37% higher in 2035 with virtually all (96%) the growth in non-OECD countries and more than half coming from India and China.

The projected growth rate of global energy consumption is significantly slower than therecent trend (2.4% p.a. for 2000-13). This slowdown is most marked in non-OECD Asia,where growth has averaged 7% p.a. since 2000 and is projected to slow to 2.5% p.a.between 2013 and 2035.

Asia’s import dependency rises from 23% in 2013 to 27% by 2035. Oil accounts for 60%of that rise, with imports accounting for over 80% of Asian oil consumption by 2035.Asia’s oil imports in 2035 are almost as large as OPEC’s current entire oil production.

India is the second largest contributor to world demand growth, growing by more than4 Mb/d, followed by the Middle East with 4 Mb/d. India overtakes China as the largestsource of demand growth towards the end of the 2035.

National Perspective

Demand Outlook

The oil and gas sector is one of the six core industries in India. It is of strategic importanceand plays a pivotal role in influencing decisions across other important spheres of theeconomy.

India’s energy demand continues to rise with a yearly growth rate of 2.8%, mainlyresulting from its continuous economic growth and modernization and by 128% by 2035from its present level and outpaces each of the BRIC countries. India’s growth is almostdouble the non-OECD aggregate of 63%. It is expected to consume 166.87 million tonnesof refined fuels in 2015-16 versus an estimated 161.57 million tonnes this fiscal year,according to a forecast by India’s energy data body the Petroleum Planning and AnalysisCell (PPAC).

The New Exploration Licensing Policy (NELP) was envisioned to deal with the ever-growinggap between demand and supply of gas in India. As per a recent report, the oil and gasindustry in India is anticipated to be worth US$ 139,814.7 million by 2015. With India’seconomic growth closely linked to energy demand, the need for oil and gas is projectedto grow further, rendering the sector a fertile ground for investment.

To cater to the increasing demand, the Government of India has adopted several policies,including allowing 100 per cent Foreign Direct Investment (FDI) in many segments of thesector, such as natural gas, petroleum products, and refineries, among others. Thegovernment’s participation has made the oil and gas sector in the country a better targetof investment. Today, it attracts both domestic and foreign investment.

Backed by new oil fields, domestic oil output is anticipated to grow to 1 MBPD by FinancialYear 2016. With India developing gas-fired power stations, consumption is up more than160 % and is likely to expand at a CAGR of 21 % during Financial Year 2008–2017.

Domestic production accounts for more than three-quarters of the country’s total gasconsumption.

Supply Outlook

India’s energy production rises by 117% by 2035 from its present level. Backed by newoil fields, domestic oil output is anticipated to grow to 1 MBPD by FY16

Domestic oil production meets about one quarter of India’s oil demand and this share isexpected to decline to 14% by 2030. A recent significant policy reform has beenderegulation of diesel prices at the retail level.

India has built good refining capacity which enables it to export 63 million tonnes ofrefined petroleum products, constituting 20% of total exports.

Fall in crude oil prices would have a mixed impact on Indian oil & gas explorationcompanies. Although revenue growth of both public and private companies in the sectorwould be impacted, the extent of impact will vary. Drop in oil prices would reduce theunder recoveries incurred by oil marketing companies (OMCs) which in turn would reducethe overall subsidy burden in the sector.

The profitability in OMCs is expected to improve on the back of lower input costs. Crudeoil is the input cost for OMCs whose price has been dropping.

Company’s strengths and opportunities

Your company has controlling interest in Nagarjuna Oil Corporation Limited (NOCL) whichis setting up a 6 MMTPA refinery project at Cuddalore, Tamilnadu.

The company is making all efforts to commission the project and expect the financialclosure of NOCL at the earliest.

Your company is looking for new opportunities to further enhance its revenue streamsand as such is exploring various avenues.

Threats and concerns

The implementation of oil refinery project was impacted by cyclone ‘Thane’. The physicalcompletion of the Project as on date is 58%.

Your company is actively pursuing with Strategic Investors to participate in equityinvestment in view of escalation in the Project Cost. The due diligence by some of theInvestors has completed and the company is awaiting their decision.

Outlook/ Future plans

Your company is exploring various growth opportunities to enhance its revenue streams.

Internal control and Risk management

Your company has adequate internal control systems in place commensurate with thesize of the company. Your company has a structured internal audit and risk managementframework which encompasses the entire operations of the company

The company has a web based legal compliance management system to monitorcompliance of the various laws applicable to the company.

Financial performance

The Loss after tax for the year was ̀ 40,564.81 Lakhs against loss after tax of ̀ 174.92Lakhs for the previous year. The main contributors to the loss was on Exceptional itemrepresenting a provision of ̀ 40,000 lakhs towards diminution in the value of investmentin Nagarjuna Oil Corporation Limited (NOCL), considering the delay in induction of partnerand consequently, achieving financial closure for re-assessed cost of project. The Projectundertaken is in Construction Stage and the construction was substantially slowed downfrom the year 2012-13.

HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Your company has significant cooperation from its Associates in the business operationsand has a harmonious industrial relations situation.

25

NAGARJUNA OIL REFINERY LIMITEDIndependent Auditors’ ReportToThe Members ofNagarjuna Oil Refinery LimitedReport on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of Nagarjuna Oil RefineryLimited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally accepted inIndia, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based onour audit.We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the standalone financialstatements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the standalone financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of thestandalone financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company’s preparation of thestandalone financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion onwhether the Company has in place an adequate internal financial controls system over financialreporting and the operating effectiveness of such controls. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors, as well as evaluating the overall presentation of thestandalone financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given tous, the aforesaid standalone financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2015, andits loss and its cash flows for the year ended on that date.Emphasis of MatterWe draw attention to Note 11.1 to the standalone financial statements regarding provisionmade towards diminution in the value of the investment in Nagarjuna Oil Corparation Limitedbased on the Management assessment, for the reasons stated in the said note.Our opinion is not modified in respect of above matters.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the

Central Government in terms of Section 143(11) of the Act, we give in the Annexure astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:(a) We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.(d) In our opinion, the aforesaid financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March31, 2015 taken on record by the Board of Directors, none of the directors isdisqualified as on March 31, 2015 from being appointed as a director in terms ofSection 164 (2) of the Act.

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

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ sectionof our report of even date)(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) According to the information and explanation given to us, the fixed assets havebeen physically verified by the Management during the year. In our opinion, thefrequency of verification is reasonable having regard to the size of the Companyand the nature of the assets. According to the information and explanationsgiven to us, the discrepancies have been noticed on such verification.

(ii) As the Company has no inventory, clauses (a), (b) and (c) of the paragraph 4(ii) of theOrder are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not grantedany loans, secured or unsecured, to companies, firms or other parties covered in theRegister maintained under Section 189 of the Companies Act, 2013. Accordingly, clause(b) of the paragraph 4(iii) is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there isan adequate internal control system commensurate with the size of the Company andthe nature of its business for purchase of services and during the course of our auditwe have not observed any major weaknesses in such internal control system.

(v) In our opinion and according to the information and explanations given to us, theCompany has not accepted any deposits. Accordingly, the provisions of paragraph 4(v)of the Order are not applicable to the Company.

(vi) In our opinion and according to the information and explanations given to us, theCentral Government has not prescribed maintenance of cost records under Section148(1) of the Companies Act, 2013 for the activities of the Company.

(vii) According to the information and explanations given to us, in respect of statutorydues:(a) The Company has been generally regular in depositing undisputed statutory

dues, including Provident Fund, Employees’ State Insurance, Income-tax, SalesTax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess andother material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund,Employees’ State Insurance, Sales Tax, Income-tax, Wealth Tax, Service Tax, CustomsDuty, Excise Duty, Value Added Tax, Cess and other material statutory dues inarrears as at March 31, 2015 for a period of more than six months from the datethey became payable.

(c) There were no dues of Income-tax, Sales Tax, Service Tax, Customs Duty, ExciseDuty, Value Added Tax and Cess which have not been deposited as on March 31,2015 on account of any dispute.

(d) According to the information and explanations given to us, no amount is requiredto be transferred to the Investor Education and Protection Fund in accordancewith the relevant provisions for the Companies Act, 1956 and the rules madethere under.

(viii) The Company is in existence for a period less than five years; therefore reporting onaccumulated losses under provisions of paragraph 4(viii) of the Order are not applicableto the Company.

(ix) According to the information and explanations given to us, the Company has not availedany loans from banks and financial institutions. Accordingly, provisions of paragraph4(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us, the Company during theyear has not given any guarantee for loans taken by others from banks and financialinstitutions.

(xi) The Company has not availed any term loans. Accordingly, provisions of paragraph 4(xi)of the Order are not applicable to the Company.

(xii) To the best of our knowledge and according to the information and explanations givento us, no fraud by the Company and no fraud on the Company has been noticed orreported during the year.

for M. Bhaskara Rao & Co.,Chartered Accountants

Firm Registration No. 000459S

Hyderabad, M V Ramana MurthyMay 16, 2015 Partner

Membership No. 206439

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – refer Note 20.1 to the standalonefinancial statements

ii. The Company did not have any material foreseeable losses relating to long-termcontracts including derivative contracts.

iii. There are no amounts, which are required to be transferred, to the InvestorEducation and Protection Fund by the Company.

for M. Bhaskara Rao & Co.,Chartered Accountants

Firm Registration No. 000459S

Hyderabad, M V Ramana MurthyMay 16, 2015 Partner

Membership No. 206439

26


Particulars Note As At March 31, 2015 As At March 31, 2014

I. EQUITY AND LIABILITIESShareholders’ Funds(a) Share Capital 3 4,281.82 4,281.82(b) Reserves and Surplus 4 32,510.97 36,792.79 73,075.83 77,357.65Non-Current Liabilities(a) Long-Term Borrowings 5 879.23 386.82(b) Long-Term Provision 6 2.04 881.27 3.44 390.26Current Liabilities(a) Short Term Borrowings 7 100.00 -(b) Trade Payables 8 1.93 2.75(c) Other Current Liabilities 9 16.98 0.65(d) Short Term Provisions 6 0.04 118.95 0.09 3.49

Total 37,793.01 77,751.40

II. ASSETSNon-Current Assets(a) Fixed Assets

(i) Tangible Assets 10 122.43 124.60(b) Non-Current Investments 11 37,622.00 37,744.43 77,622.00 77,746.60Current Assets(a) Cash and Bank balances 12 47.29 4.73(b) Short-Term Loans and Advances 13 0.26 0.07(c) Other Current Assets 14 1.03 48.58 - 4.80

Total 37,793.01 77,751.40Corporate Information and SignificantAccounting Policies 1 & 2

Balance Sheet as at March 31, 2015` in Lakhs

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

for M. Bhaskara Rao & Co. K.S. RajuChartered Accountants Chairman

M.V. Ramana MurthyPartner

Hyderabad Ankita Mathur A. Sudhakara Rao K.Soma RajuMay 16, 2015 Company Secretary Chief Financial Officer Manager

Accompanying Notes form an integral part of the financial statements

Chandra Pal Singh YadavD. Ranga RajuDr. N C B NathK Rahul RajuS. R. RamakrishnanDirectors

27


Particulars Note 2014-15 2013-14

IncomeRevenue from operations - -Other Income 15 3.30 -

Total 3.30 -ExpensesEmployee Benefits Expense 16 73.71 75.86Finance Cost 18 7.95 -Depreciation and amortization 10 2.12 4.03Other expenses 19 484.33 95.03

Total 568.11 174.92

Loss before exceptional items and tax (564.81) (174.92)

Exceptional Items 11.1 40,000.00 -

Loss before tax (40,564.81) (174.92)

Tax Expense

(a) Current Tax 25 - -

(b) Deferred Tax 25 - -

Loss after tax (40,564.81) (174.92)

Earnings per equity share of `̀̀̀̀1/- each fully paid up- Basic and Diluted 22 (9.47) (0.04)

Corporate Information and Significant Accounting Policies 1 & 2

Statement of Profit and Loss for the year ended March 31, 2015


` in Lakhs






28


Particulars 2014-15 2013-14

A. Cash Flow from Operating Activities

Loss before Tax (40,564.81) (174.92)

Adjustments:

Depreciation and Amortisation 2.12 4.03

Provision for Diminution in the Value of Investment 40,000.00 -

Operating Profit before working capital changes (562.69) (170.89)

Movements in Working Capital:

Increase/(decrease) in Trade Payables (0.82) 0.80

Increase/(decrease) in Long Term Provisions (1.40) 0.47

Increase/(decrease) in Current Liabilities 16.33 0.56

Decrease/(increase) in Short Term Loans and Advances (0.19) 0.12

Decrease/(increase) in Other Current Assets (1.03) -

Increase/(decrease) in Short Term Provisions (0.05) (0.10)

Net cash flow from/(used in) operating activities (549.85) (169.04)

B. Cash Flow from Investing activities

Purchase of Fixed Assets - (0.18)

Net cash flow from investing activities - (0.18)

C. Cash flow from financing activities

Proceeds from long term borrowings 492.41 173.29

Proceeds from Short term borrowings 250.00 -

Repayment of Short term borrowings (150.00) -

Net cash flow from/ (used in) financing activities 592.41 173.29

Net Increase/(decrease) in cash and cash equivalents 42.56 4.07

Cash and cash equivalents as at beginning of the year 4.73 0.66

Cash and cash equivalents as at end of the year 47.29 4.73

Cash Flow Statement for the year ended March 31, 2015` in Lakhs







29


Notes to Financial Statements for the year ended March 31, 2015

1. Corporate Information:Nagarjuna Oil Refinery Limited (“the Company”) was incorporated onNovember 16, 2010 as a public limited company, primarily engaged inthe business of promoting, conceiving, planning, coordinating,executing and monitoring setting up of any business projects relatingto extraction of oil by any means within India and/or elsewhere in theworld, either directly or through one or more special purpose vehiclesand to enter into partnership, agreements, raise funds in order to carryout any one or more of the aforementioned activities.

2. Significant Accounting Policies:2.1.Basis of accounting and preparation of financial statements:The financial statements of the Company have been prepared inaccordance with the Generally Accepted Accounting Principles in India(“Indian GAAP”) to comply with the Accounting Standards specifiedunder Section 133 of Companies Act, 2013, read with Rule 7 of theCompanies (Accounts) Rules, 2014 and the relevant provisions of theCompanies Act, 2013 (“the 2013 Act”)/Companies Act, 1956 (“the 1956Act”), as applicable. The financial statements have been prepared onaccrual basis under historical cost convention.The accounting policies adopted in the preparation of financialstatements are consistent with those of the preceeding year.2.2.Use of Estimates:The preparation of financial statements in conformity with Indian GAAPrequires the management to make estimates and assumptions thataffect the reported amount of assets and liabilities (includingcontingent liabilities) and the reported income and expenses duringthe year. The management believes that the estimates used inpreparation of the financial statements are prudent and reasonable.Future results could differ due to these estimates and the differencesbetween the actual results and the estimates are recognised in theperiods in which the results are known/materialise.2.3. Fixed Assets:Fixed assets are carried at cost of acquisition or construction lessaccumulated depreciation and impairment losses, if any. The cost offixed assets includes non-refundable taxes, duties, freight and otherincidental expenses related to the acquisition and installation of therespective assets. Borrowing costs directly attributable to acquisitionor construction of fixed assets which necessarily take substantialperiod of time to get ready for their intended use are capitalised.2.4. Depreciation:Depreciable amount for assets is the cost of an asset, or other amountsubstituted for cost less its estimated residual value. Depreciationon tangible fixed assets has been provided on the straight line methodas per the useful life prescribed in Schedule II to the Companies Act,2013.2.5. Impairment of Assets:The Company assesses at each balance sheet date whether there isany indication that an asset may be impaired. If any such indicationexists, the Company estimates the recoverable amount of the asset.If such recoverable amount of the asset or the recoverable amount ofthe cash generating unit to which the asset belongs is less than itscarrying amount, the carrying amount is reduced to its recoverableamount. The reduction is treated as an impairment loss and isrecognised in the Statement of Profit and Loss. If at the balance sheetdate there is an indication that if a previously assessed impairmentloss no longer exists, the recoverable amount is reassessed and theasset is reflected at the recoverable amount subject to a maximum ofdepreciated historical cost.2.6. Investments:Investments are classified as Non-Current and Current. Long term

Investments are carried at cost less provision for other than temporarydiminution, if any, in value of such investments. Current investmentsare carried at lower of cost and fair value.2.7. Foreign currency transactions:Foreign currency transactions are accounted at the exchange ratesprevailing on the date of transaction. Gains and losses resulting fromsettlement of such transactions are recognised in the Statement ofProfit and Loss.Liabilities related to foreign currency transactions incurred to acquirefixed assets remaining unsettled at the end of the year are translatedat year end rates. The difference arising on such translation andrealized gain or loss is adjusted to the cost of respective fixed asset.Monetary assets and liabilities related to foreign currencytransactions remaining unsettled at the end of the year are translatedat year end rates. The difference in translation of monetary assetsand liabilities and realized gain and loss on foreign currencytransactions are recognised in the Statement of Profit and Loss.Premium or discount arising on forward exchange contracts isrecognized in the Statement of Profit and Loss.2.8. Borrowing Costs:Borrowing costs that are attributable to the acquisition orconstruction of qualifying assets are capitalised as part of the cost ofsuch assets. A qualifying asset is one that necessarily takessubstantial period of time i.e. more than twelve months to get readyfor its intended use. All other borrowing costs are charged to theStatement of Profit and Loss.2.9. Employee Benefits:Liability for employee benefits, both short and long term, for presentand past services which are due as per the terms of employment arerecorded in accordance with Accounting Standard (AS) 15 “ EmployeeBenefits”.2.9.1. Gratuity: In accordance with the Payment of Gratuity Act, 1972the Company provides for gratuity covering eligible Employees.Liability on account of gratuity is covered by a policy with Life InsuranceCorporation (LIC) of India and the annual contributions are paid/provided in accordance with the scheme.2.9.2. Superannuation: The Company makes monthly contribution toan approved superannuation fund covered by a policy with LIC of India.The Company has no further obligation beyond the monthlycontribution.2.9.3. Compensated Absences: Liability for compensated absence isprovided on the basis of valuation by an independent actuary as atthe year end.2.9.4. Provident Fund: The Company’s contribution towards providentfund, administered and managed by an approved trust, is charged tothe Statement of Profit and Loss.2.10. Earnings Per Share :Basic earnings per equity share is computed by dividing the net profitfor the year attributable to the Equity Shareholders by the weightedaverage number of equity shares outstanding during the year. Dilutedearnings per share is computed by dividing the net profit for the year,adjusted for the effects of dilutive potential equity shares,attributable to the Equity Shareholders by the weighted averagenumber of the equity shares and dilutive potential equity sharesoutstanding during the year except where the results are anti-dilutive.2.11. Taxes:2.11.1. Current Tax: Provision for current tax is made based on thetaxable income computed for the year under the Income Tax Act, 1961.2.11.2. Deferred Tax: Deferred tax is recognised on timing differences,being the difference between the taxable income and accounting

30


3 Share Capital March 31, 2015 March 31, 2014

No. of Shares `̀̀̀̀ in Lakhs No. of Shares `̀̀̀̀ in LakhsAuthorisedEquity Shares of ` 1/- each 50,00,00,000 5,000.00 50,00,00,000 5,000.00Issued, Subscribed and Fully Paid UpEquity Shares of ` 1/- each 42,81,81,821 4,281.82 42,81,81,821 4,281.82

income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax ratesand tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferredtax assets are recognised only if there is a virtual certainty supported by convincing evidence that there will be sufficient future taxable incomeavailable to realise the assets. Deferred tax assets are reviewed at each balance sheet date for their realisabliity.2.12. Contingencies:The Company recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow ofresources and reliable estimate can be made of the amount of the obligation. A disclosure for Contingent liabilities is made when there is apossible obligation or present obligations that may, but probably will not, require an outflow of resources. Contingent assets are neither recognisednor disclosed in the financial statements.2.13. Cash Flow Statement:Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effects of transactionsof non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financingactivities of the Company are segregated based on the available information.Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of threemonths or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which aresubject to insignificant risk of changes in value.

3.1 Reconciliation of the Number of shares outstanding at the beginning and at the end of the reporting year.March 31, 2015 March 31, 2014

Equity Shares of ` 1/- each No.of Shares `̀̀̀̀ in Lakhs No.of Shares `̀̀̀̀ in LakhsBalance at the beginning of the year 42,81,81,821 4,281.82 42,81,81,821 4,281.82Add: Issued during the year - - - -Balance at the end of the year 42,81,81,821 4,281.82 42,81,81,821 4,281.82

3.2. Rights, Preferences and Restrictions attached to equity shares

The Company has only one class of equity shares having a par value of ` 1/- per share. Each holder of equity shares is entitled to one vote pershare. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, afterdistribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.3. Details of shareholders holding more than 5% of the SharesMarch 31, 2015 March 31, 2014

No. of shares % of holding No. of shares % of holding

Equity Shares of ` 1/- each

Nagarjuna Management Services Private Limited (Refer Note 3.3.1.1) 7,14,47,873 16.69 7,14,47,812 16.69

Nagarjuna Holdings Private Limited (Refer Note 3.3.1.1) 3,14,78,300 7.35 3,14,78,300 7.35

Zuari Global Limited 2,93,34,310 6.85 2,93,34,310 6.85

NFCL Employees Welfare Trust 2,43,56,052 5.69 2,43,56,052 5.69

Amlika Mercantile Private Limited (Refer Note 3.3.1) 79,33,452 1.85 79,33,452 1.85

Baron Properties Private Limited (Refer Note 3.3.1.1) 1,66,35,427 3.89 1,66,35,427 3.89

White Stream Properties Private Limited (Refer Note 3.3.1.1) 27,44,600 0.64 27,44,600 0.64

3.3.1. The Company has received disclosure from Amlika Mercantile Private Limited (Amlika) informing of amalgamation of Nagarjuna CorporationLimited (NCL) pursuant to a Scheme of Amalgamation approved by the Hon’ble High Court of Bombay at Mumbai on May 2, 2014 which wasmade effective on June 19, 2014.

3.3.1.1. Pursuant to the amalgamation, following shares held by NCL shall stand/vest in Amlika.

Shares held by Nagarjuna Management Services Private Limited, Nagarjuna Holdings Private Limited, Baron Properties Private Limitedand White Stream Properties Limited shall stand transferred and vested in Amlika (erstwhile NCL) pursuant to a Composite Scheme ofArrangement and Amalgamation approved by the Hon’ble High Court of Bombay at Mumbai on September 14, 2012.

3.3.2. As at the year end, shares totalling to 13,02,39,591 shares i.e. 30.42% shall be held/vest in Amlika.

3.4. Aggregate number of shares issued for consideration other than cash

42,81,81,821 Equity Shares of ` 1/- each (aggregating to ` 4,281.81 Lakhs) were allotted as fully paid up pursuant to the Composite Scheme ofArrangement and Amalgamation during the year 2011-12.

31


4 Reserves and Surplus

March 31, 2015 March 31, 2014

Capital ReserveOpening Balance 73,483.35 73,483.35Surplus / (Deficit) in the Statement of Profit and LossOpening Balance (407.52) (232.60)Add: Net loss after tax for the year (40,564.81) (174.92)Add: Depreciation adjustment (Refer Note 10.1) (0.05) -Closing Balance (40,972.38) (407.52)Total 32,510.97 73,075.83

5 Long Term Borrowings (Unsecured)

March 31, 2015 March 31, 2014

Advances from related parties (Refer Note 5.1 and 21) 879.23 386.82

879.23 386.82

5.1.The Company is in receipt of the advance from Nagarjuna Fertilizers and Chemicals Limited pursuant to the Composite Scheme of Arrangementand Amalagamation which was approved by jurisdictional High Courts in Mumbai and Andhra Pradesh in 2011-12. These advances, in thenature of Loan, are repayable when the company is able to manage its financial affairs and are interest free. The amount is treated as long termborrowings since repayment of the same may not occur in the next twelve months.

6 Provisions

Non Current Current

March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014

Provision for Employee Benefits- Gratuity - 0.60 - 0.05- Leave Benefit 2.04 2.84 0.04 0.04

2.04 3.44 0.04 0.097 Short Term Borrowings (Unsecured) `̀̀̀̀ in Lakhs

March 31, 2015 March 31, 2014Term Loans from Others (Refer Note 7.1) 100.00 -

100.00 -7.1.Represents amount borrowed from a body corporate and is repayable in one bullet repayment at the end of the tenure i.e., October 18, 2015.

The loan carries an interest rate 12% p.a. As at the year end, the Company has defaulted in payment of interest of ` 4.99 lakhs for 74 days.8 Trade Payables

March 31, 2015 March 31, 2014Trade Payables (Other than acceptances) (Refer Note 8.1) 1.93 2.75

1.93 2.758.1 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The Company has not dealt with any Micro and Small Enterprises as defined under the Micro, Small and Medium Enterprises Development Act,2006 during the year. Accordingly, no disclosures are required to be furnished.

`̀̀̀̀ in Lakhs

9 Other Current Liabilities

March 31, 2015 March 31, 2014Interest accrued and due on short term borrowings 4.99 -Interest accrued but not due on short term borrowings 2.16 -Statutory Payables 2.77 0.65Others Payables 7.06 -

16.98 0.65`̀̀̀̀ in Lakhs10 Fixed assets

ParticularsGross Block (at cost) Depreciation Net Block

As AtMarch

31, 2014

Additions As AtMarch

31, 2015

UptoMarch

31, 2014

Charge toopening reserves(Refer Note 10.1)

For the year

UptoMarch

31, 2015

As AtMarch

31, 2015

As AtMarch 31,

2014Tangible AssetsBuildings 139.28 - 139.28 15.77 - 2.04 17.81 121.47 123.51Furniture, Fixtures and 2.93 - 2.93 2.46 0.05 0.08 2.59 0.34 0.47Office EquipmentVehicles 12.37 - 12.37 11.75 - - 11.75 0.62 0.62

Total 154.58 - 154.58 29.98 0.05 2.12 32.15 122.43 124.60Previous Year 154.40 0.18 154.58 25.95 - 4.03 29.98 124.60 128.45

`̀̀̀̀ in Lakhs

`̀̀̀̀ in Lakhs

`̀̀̀̀ in Lakhs

`̀̀̀̀ in Lakhs

32


10.1. Pursuant to Schedule II of the Companies Act, 2013, with effect from April 1, 2014, the Company has adopted revised useful life of the assetsaligning the same with those specified in Schedule II. The Company has fully depreciated the carrying value of assets, net of residual value,where the remaining useful life of the asset was determined to be Nil as on April 1, 2014 and has adjusted an amount of ` 0.05 Lakhs (net ofdeferred tax of ` Nil) from the opening balance of deficit in the Statement of Profit and Loss under Reserves and Surplus. Consequent to thechange in the useful life of the other assets, the impact on the depreciation expense for the year is lower by ` 0.27 Lakhs.

12 Cash and Bank balances March 31, 2015 March 31, 2014Balance with Banks:

in Current accounts 9.69 4.73Other Bank balances

in Deposit accountswith original 37.60 -maturity of less than 6 months

47.29 4.73

13 Short Term Loans and Advances(Unsecured)

Advance to Employees - 0.02

Postal Deposit 0.26 0.05

0.26 0.07

14 Other Current Assets

Interest accrued on deposits 0.41 -

Advances receivable in cash or kind 0.43 -

TDS receivable 0.19 -

1.03 -

15 Other Income 2014-15 2013-14

Interest Income from banks 1.88 -

Liabilities no longer requiredwritten back 1.42 -

3.30 -

16 Employee Benefits Expense

Salaries and Wages 70.01 67.58

Contribution to Provident and Other Funds 3.54 8.12

Staff Welfare Expenses 0.16 0.16

73.71 75.86

11 Non Current Investments - (Unquoted - at Cost)March 31, 2015 March 31, 2014

Long Term - Trade No.of Shares `̀̀̀̀ in Lakhs No.of Shares `̀̀̀̀ in Lakhs

In Associates

In Equity Shares of `̀̀̀̀10/- each fully paid upNagarjuna Oil Corporation Limited 77,62,20,000 77,622.00 77,62,20,000 77,622.00

Less: Provision for diminution in the value of investment (Refer Note 11.1) 40,000.00 -37,622.00 77,622.00

Aggregate cost of Unquoted Shares - 77,622.00 - 77,622.0011.1.The Project undertaken by Nagarjuna Oil Corporation Limited (NOCL) is in Construction Stage. Project construction was substantially slowed

down from the year 2012-13 due to delay in tying up of equity for a re-assessed cost and effect of ‘Thane Cyclone’. The Company’s efforts to inductstrategic investor/s, keeping in view the steep increase in project cost and proposed enhancement of Capacity, have continued during thecurrent year.Considering the delay in induction of partner and consequently, achieving financial closure for re-assessed cost of project, in the opinion ofmanagement, there will be certain amount of dimunition in the value of the said investment. The management, as a prudent measure, madea provision of ` 40,000.00 Lakhs towards diminution, which it considers to be adequate at this juncture.Additional provision, if any, will be considered as and when considered necessary.

`̀̀̀̀ in Lakhs 17. The disclosure required under Accounting Standard 15 “EmployeeBenefits”

Defined Contribution Plans

The Company makes Provident Fund and Superannuation Fundcontribution to defined contribution retirement benefit plans forqualifying employees including whole time directors. Under theschemes the Company is required to contribute a specified percentageof the payroll costs to fund the benefits. The Provident Fund schemeadditionally requires the Company to guarantee payment of interestat rates notified by the Central Government from time to time, forwhich shortfall if any, shall be provided for.

Contribution to these Defined Contribution Plans, charged off duringthe year are as under:

`̀̀̀̀ in Lakhs


Employer’s contribution to Provident Fund 2.85 2.83

Employer’s contribution toSuperannuation Fund 0.27 0.26

Employer’s contribution toPension Scheme 0.26 0.17

Defined Benefit Plans

The employees’ gratuity fund scheme managed by Life InsuranceCorporation of India (LIC) is a defined benefit plan. The present valueof obligation is determined based on actuarial valuation using theProjected Unit Credit Method, which recognizes each period of serviceas giving rise to additional unit of employee benefit entitlement andmeasures each unit separately to build up the final obligation. Theobligations and contribution to the Scheme are routed throughNagarjuna Employees Gratuity Trust which is monitoring the gratuityscheme through LIC. The Company has contributed ` 0.46 Lakhs to thescheme during the year (Previous Year ` 0.68 lakhs)

`̀̀̀̀ in Lakhs

33


a. Reconciliation of opening and closing balance of Defined BenefitObligationGratuity `̀̀̀̀ in LakhsParticulars March 31, March 31,

2015 2014 Defined Benefit obligation at beginning of the year 2.64 2.20 Current Service Cost 0.24 0.48 Interest Cost 0.22 0.18 Actuarial (gain)/loss (1.07) (0.22) Past service cost - - Benefits paid - - Defined Benefit Obligation at the end of the year 2.03 2.64

b. Reconciliation of opening and closing balances of fair value of planassets

Particulars March 31, March 31,2015 2014

Fair value of plan assets at beginning of the year 2.00 1.32 Expected return on plan assets - - Actuarial gain/(loss) - - Employer contribution 0.46 0.68 Benefits paid - - Fair value of plan assets at year end 2.46 2.00

c. Reconciliation of fair value of assets and obligations `̀̀̀̀ in Lakhs


Fair value of plan assets 2.46 2.00 Present value of obligation 2.03 2.64

d. Expenses recognized during the year under the head “Employeebenefits expense”

Particulars 2014-15 2013-14 Current service Cost 0.24 0.48 Interest Cost 0.22 0.18 Expected return on plan assets - - Actuarial (gain)/loss (1.07) (0.22) Past Service Cost - - Net cost (0.61) 0.44

e. Investment Details


L.I.C. Group Gratuity (Cash Accumulation) Policy 100% 100% Amount (` In Lakhs) 2.46 2.00

f. Actuarial assumptionsMortality Table of L.I.C.

Particulars 2014-15 2013-14Discount rate (per annum) 7.83% 8.20%Expected rate or return on plan assets(per annum) 9.00% 9.00%Rate of escalation in salary (per annum) 6.00% 10.00%

The estimate of rate of escalations in salary considered in actuarialvaluation, takes in to account inflation, length of service and otherrelevant factors.

Enterprises significantlyinfluenced by Key

ManagementPersonnel or their relatives

AssociatesName of thetransaction

Advances Received Nil 492.41(Nil) (173.29)

Reimbursement of share ofProfessional & Consultancy 410.00 Nilcharges (Nil) (Nil)Note: Figures in brackets represent previous year transactions.

`̀̀̀̀ in Lakhs

18 Finance Cost `̀̀̀̀ in Lakhs

Particulars 2014-15 2013-14 Interest on Term Loans - others 7.94 - Interest on delayed payment of TDS 0.01 -

7.95 -

19 Other Expenses `̀̀̀̀ in Lakhs

Particulars 2014-15 2013-14 Rates and Taxes 0.04 0.24 Legal, Secretarial and other Consultancy 35.25 32.60 Professional and Consultancy 410.67 25.17 Advertisement and Publicity 2.01 2.06 Electricity 0.16 0.13 Postage and Telephone 13.40 17.56 Office Maintenance 0.66 0.14 Printing and Stationery 15.01 12.03 Directors Sitting Fees 0.70 0.90 Auditors’ Remuneration (Refer Note 23) 0.92 0.95 Bank Charges 0.07 0.07 Miscellaneous 5.44 3.18

484.33 95.03

20. Contingent Liabilities and Commitments (Not provided for):20.1. Contingent Liabilities not provided for : Nil20.2. Commitments:

20.2.1. Other Commitments:i . Commitment on account of ‘Sponsor undertaking’ pursuant

to the agreement with the lenders and other shareholders ofNagarjuna Oil Corporation Limited, an Associate Company,for funding of project cost overrun, if any.

ii. Commitment towards all contracts, deeds, bonds, insurance,Letters of Intent, undertakings, arrangements, policies,agreements (including erstwhile shareholders agreementsand investor agreements) and other instruments, if any,relating to oil business undertaking executed by NagarjunaFertilizers and Chemicals Limited which stands transferredand vested pursuant to Composite Scheme of Arrangementand Amalgamation.

21. Related party transactionsList of Related parties and their relationships:Associatesi . Nagarjuna Oil Corporation LimitedKey Management Personneli . Mr. K.S. Raju, Chairmanii. Mr. K. Soma Raju, Manageriii. Mr. K. Rahul Raju, Non Executive DirectorEntities under Significant influence of Key Management Personnel ortheir relativesi . Nagarjuna Fertilizers and Chemicals LimitedRelated party transactions are as under:

34


Balances outstanding at the year end March 31, 2015:

Advances Received - 879.23- (386.82)

Note: Figures in brackets represent previous year transactions.

Note: The Company has no dilutive instruments as at March 31, 2015, henceDilutive earnings per share equals to Basic Earnings per share.

23 Auditor’s RemunerationParticulars 2014-15 2013-14

Fees TowardsStatutory Audit 0.56 0.56Limited Review 0.34 0.34Other Certifications 0.02 0.05

Total 0.92 0.95Above fee is inclusive of Service Tax ` 0.10 Lakhs (Previous Year ` 0.11Lakhs)

24 Expenditure in Foreign Currency:


Travel and Conveyance 0.75 -

Total 0.75 -

25 Tax Expense:

i) Provision for current tax has not been made since the companyhas no taxable profits.

ii) Deferred Tax asset (Net):

Deferred tax asset is not recognised on account of unabsorbeddepreciation and unabsorbed Business Loss as a measure ofprudence.

26 The figures for the previous year have been restated / regrouped,wherever necessary, to conform to current year classification.

Particulars Unit ofmesurement

2014-15 2013-14

1 Net Loss after tax forthe Year ` In Lakhs (4,05,64.81) (174.92)

2 Number of Equity Shares(Fully Paid up) Numbers 42,81,81,821 42,81,81,821

3 Earnings per Share- Basic and Diluted(Face Value of ` 1/-per Share) [1]/[2] (9.47) (0.04)

22. Earnings Per Share:

Enterprises significantlyinfluenced by Key

Managementpersonnel or their relatives

AssociatesName of thetransaction

`̀̀̀̀ in Lakhs

Signatures to Notes”1 to26”

`̀̀̀̀ in Lakhs

`̀̀̀̀ in Lakhs

For and on behalf of the BoardK.S. RajuChairman




35


INSTRUCTIONS ON REMOTE E-VOTING(i) The voting period begins on September 25, 2015 at 9.00 AM and ends on September 28, 2015 at 5.00 PM. During this period shareholders’ of the Company, holding shares

either in physical form or in dematerialized form, as on the September 22, 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on Shareholders.(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.(vi) Next enter the Image Verification as displayed and Click on Login.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be

used.(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders aswell as physical shareholders)

*Members who have not updated their PAN with the Company/Depository Participant are requested to use the first twoletters of their name and the 8 digits of the sequence number(available in the address label pasted on the Annual Reportand / or in the email sent to members) in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in thecompany records in order to login.● If both the details are not recorded with the depository or company please enter the member id / folio number in

the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘PasswordCreation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for “Nagarjuna Oil Refinery Limited” to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The optionYES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else tochange your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details asprompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians

● Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves asCorporates.

● A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

● After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s)for which they wish to vote on.

● The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

● A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF formatin the system for the scrutinizer to verify the same.

(xx) In case of members receiving the physical copy:

● Please follow all steps from sl.no.(iii) to sl.no.(xx) above to cast vote.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under helpsection or write an email to [email protected].

36


Nagarjuna Oil Refinery LimitedRegistered Office: D.No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad – 500082

BALLOT FORM

(The members who are not able to attend the Annual General Meeting can send their assent or dissent in writing in respect of the resolutions asset out in the notice by sending the duly filled and signed Ballot Form to Mr. CSS Krishna, Practicing Company Secretary, (the Scrutinizer) Flat No.101,Sri Sai Krishna Residency, 1-2-234/13, Aravind Nagar, Domalguda, Hyderabad – 500 029. so as to reach him on or before close of business hours ofSeptember 28, 2015)

S INo

Particulars Deta i l s

1. Name of the First Named Shareholder(In Block Letters)

2. Postal Address

3. Registered Folio No/DP ID & Client ID*(*Applicable to investors holding shares in dematerialized form)

4. No of shares held

I/ We hereby exercise my/ our vote in respect of Ordinary/Special Resolution enumerated below by recording my/ our assentor dissent to the said resolution by placing tick (✓) mark at the appropriate box below :

1 Adoption of financial statements for the year ended March 31, 2015 and

the Directors Report and Auditors Report thereon

2 Appointment of Mr. Chandra Pal Singh Yadav, who retires by rotation

3 Ratification of the appointment of M/s. M Bhaskara Rao & Co as StatutoryAuditors of the Company for the Financial Year 2015-16

4 Appointment of Ms. Lalitha Raghuram as an Independent Director

5 To approve borrowing limits in excess of the limits prescribed underSection 180(1)(c)

6 To authorize the board to charge or mortgage the properties of the companyunder Section 180(1)(a)

Resolutions

Place :Date : (Signature of the shareholder)

INSTRUCTIONS FOR FILING THE BALLOT FORM1. A Member desiring to exercise vote by ballot form may complete the ballot form and send it to the Scrutinizer, Mr C S S Krishna , Partner, M/s K B G Associates, Company

Secretaries at Flat No.101, Sri Sai Krishna Residency, 1-2-234/13, Aravind Nagar, Domalguda, Hyderabad – 500 029 appointed by the Company.

2. In case of shares held by companies, trusts, societies etc,. the duly completed ballot form should be signed by a person authorized and accompanied by a certified true copyof the resolution indicating the authorization.

3. Unsigned Ballot Forms will be rejected.

4. Duly completed Ballot Form should reach the Scrutinizer not later than 5.30 PM on September 28, 2015, Monday, at address mentioned in Point No.1 above.

5. The Scrutinizer’s decision on the validity of a Ballot Form will be final.

✄✄

I/We assentto the resolution

I/We dissentto the resolution

S INo

3


Nagarjuna Oil Refinery LimitedCIN : L23200AP2010PLC071242

Registered Office: D.No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad – 500082

5th Annual General Meeting at 12.00 Noon on September 29, 2015,at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 073

PROXY FORM[Pursuant to section 105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member(s):Registered Address:Email Id:Folio No./ Client IDDP ID:

I/We, being the member(s) of ___________________________________________shares of the above named company, hereby appoint

1. Name : Address

Email id : Signature or failing him

2. Name : Address


3. Name : Address


As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 5th Annual General Meeting of the company, to beheld on the 29th day of September, 2015 at 12.00 Noon at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 073 and atany adjournment thereof in respect of such resolution as are indicated below :

Ordinary Business

1. Adoption of financial statements for the year ended March 31, 2015 and the Directors Report and Auditors Report thereon

2. Appointment of Mr. Chandra Pal Singh Yadav, who retires by rotation

3. Ratification of the appointment of of M/s. M Bhaskara Rao & Co as Statutory Auditors of the Company for the Financial Year 2015-16

Special Business

4. Appointment of Ms. Lalitha Raghuram as an Independent Director5. To approve borrowing limits in excess of the limits prescribed under Section 180(1)(c).6. To authorize the board to charge or mortgage the properties of the company under Section 180(1)(a).

Signed this _________________ day of _______________ 2015 AffixRevenueStamp

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 Hoursbefore the commencement of the Meeting.

Signature of shareholder

Signature of Proxy holder (s)

ADMISSION SLIPFolio No./DP ID / Client ID:____________________________________________________________________________ Share Held___________________________

Please tick whether Member / Joint holder / Proxy. Member’s or Proxy’s Siganture____________________________________

Note: Shareholder / Proxy must bring the Admission Slip to the Meeting and hand it over at the entrance duly signed.

✄Nagarjuna Oil Refinery Limited

CIN : L23200AP2010PLC071242Registered Office: D.No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad – 500082

✄✄

✄