Board of Directors
S R Ramakrishnan
NOTICE NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING
NOTICE IS HEREBY GIVEN THAT THE SEVENTH ANNUAL GENERAL
IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
MEETING OF NAGARJUNA OIL REFINERY LIMITED WILL BE HELD
INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A
AT 3.00 PM ON TUESDAY, DECEMBER 26, 2017, AT SRI SATYA SAI
NIGAMAGAMAM, 8-3-987/2, SRINAGAR COLONY, HYDERABAD - 500 MEMBER OF THE COMPANY.
073 TO TRANSACT THE FOLLOWING BUSINESS: A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS
ORDINARY BUSINESS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE
NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL
1. To receive, consider and adopt the 7th Annual Report of OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER
the Company, Balance Sheet as at March 31, 2017, the HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE
Statement of Profit and Loss for the financial year ended CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY
March 31, 2017, the Cash Flow Statement for the financial APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON
year ended March 31, 2017 and the Reports of the Directors SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR
and Auditors thereon. SHAREHOLDER.
2. To appoint a Director in place of Mr. K Rahul Raju with 2. Instrument of proxies in order to be effective must be
DIN No. 00015990 who has consented to retire by rotation deposited at the Company's registered office not less
in compliance with the requirements of Section 152 of than 48 hours before the meeting.
the Companies Act, 2013, and being eligible, offers
himself for re-appointment. 3. Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies
3. To consider and if thought fit, to pass with or without (Management and Administration) Rules, 2014 and
modification(s) the following resolution as an Ordinary Regulation 44 of SEBI (Listing Obligations and Disclosure
Resolution:
Requirements) Regulations, 2015, the Company is
RESOLVED THAT pursuant to the provisions of Section 139 providing remote e-voting facility for casting votes using
of the Companies Act, 2013 and the Rules made an electronic voting system from a place other than venue
thereunder, the consent of the Members be and is hereby of the general meeting and voting at the general meeting
accorded for the ratification of the appointment of through the ballot form on all the resolutions set forth
Statutory Auditors of the Company, M/s. M Bhaskara Rao in the Notice to the 7th Annual General Meeting to be
and Co., Chartered Accountants, Hyderabad (Firm held on Tuesday i.e., December 26, 2017 at 3.00 PM.
Registration No. 000459S), to hold office from the
The Company has engaged the services of Central
conclusion of the 7th Annual General Meeting up to the
Depository Services (India) Limited to provide remote e-
conclusion of the 8th Annual General Meeting of the
voting platform to the members.
Company on such remuneration as may be fixed by the
Board of Directors during the term of appointment i.e., Please refer to the detailed instructions on remote
from the conclusion of the 4th Annual General Meeting e-voting at page no. 45 of the Annual Report.
to the conclusion of the 9th Annual General Meeting.
4. Members holding shares in demat form and members
SPECIAL BUSINESS who have registered their email id with the Company
will also receive the remote e-voting instructions by
4. To consider and if thought fit, to pass with or without
email.
modification(s) the following resolution as a Special
Resolution: 5. Members who do not have access to remote e-voting
facility may use the enclosed Ballot Form on page 47
"RESOLVED THAT pursuant to the provisions of Sections
196, 197, 203 and Schedule V and other applicable and send their assent or dissent on or before close of
provisions of the Companies Act, 2013, if any, Mr. K Soma business hours (5.00 PM) of December 25, 2017.
Raju be and is hereby appointed as 'Manager' of the 6. Members are requested to notify immediately the
Company for a period of 3 years with effect from August change, if any, of the address /change in bank details to
31, 2017."
the Company's registered office, quoting their ledger folio
"RESOLVED FURTHER THAT Mr. K Soma Raju be paid a number registered with the Company.
consolidated monthly remuneration of Rs. 10,000/- and
7. Members desiring to seek any information on the annual
other perquisites as per the Rules of the Company."
accounts are requested to write to the Company at an
By Order of the Board early date to enable compilation of information.
Ankita Mathur 8. The Register of Members and the Share Transfer Books
Company Secretary will remain closed from December 20, 2017 to
Hyderabad
November 08, 2017 M.No ACS 24358 December 26, 2017 (both days inclusive).
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NAGARJUNA OIL REFINERY LIMITED
9. The Company has paid the listing fees for the year 2017 (including joint holders) are requested to furnish a
- 2018 to The Bombay Stock Exchange and the National certified copy of their PAN Card to the Company while
Stock Exchange of India Limited, Mumbai, where the transacting in the securities market including transfer,
securities of the Company are listed. transmission or any other corporate action.
10. Members whose shareholding is in the electronic mode 17. The Company has designated an exclusive e-mail id
are requested to inform change of address, notifications titled investorsnorl@nagarjunagroup.com for redressal
and updates of bank account details to their respective of members' complaints/grievances. In case you have
Depository Participants. any queries/complaints or unresolved grievances,
please write to Ms. Ankita Mathur, Company Secretary at
11. Members are requested to update the bank account
mankita@nagarjunagroup.com.
number allotted after implementation of Core Banking
Solutions (CBS) to the Company in case of shares held in
physical form and to DP in case of shares held in demat EXPLANATORY STATEMENT PURSUANT TO
form. SECTION 102 OF THE COMPANIES ACT, 2013
12. Members are requested to address all correspondences Item No. 4
to the Company's Registrars and Share Transfer Agents,
XL Softech Systems Limited, 3, Sagar Society, Road No 2, The Board of Directors of the Company at their meeting held
Banjara Hills, Hyderabad, 500 034, India. on May 26, 2017 considered the re-appointment of Mr. K Soma
Raju as Manager of the Company for a period of 3 years effective
13. The Companies Act, 2013 and SEBI (Listing Obligations
from August 31, 2017 at a consolidated monthly remuneration
and Disclosure Requirements) Regulations, 2015 permits
Companies to mail soft copies of the Annual Report to all those of Rs. 10,000/- and other perquisites as per the Rules of the
members who have registered their e-mail addresses with the Company.
Company/Depository Participants. The Annual Report
The appointment of Mr. K Soma Raju as Manager of the
2016-2017 along with the Notice of the 7th Annual General
Meeting, instructions on remote e-voting, ballot form, Company was approved by the Nomination and Remuneration
attendance slip and proxy form is being mailed in Committee of Directors, in terms of the requirements of the
electronic mode to all the members whose email Section 196 and Schedule V to the Companies Act, 2013.
addresses are registered with the Company/Depository
Participants unless communication is received to the Mr. K Soma Raju is a B.Com graduate and a fellow member of
contrary. Printed copies of the documents shall be mailed the Institute of Chartered Accounts of India (ICAI). He has 38
to members who have not registered their email years of experience as a Chartered Accountant and as an
addresses with the Company/Depository Participant or entrepreneur. He worked as consultant in Nagarjuna group
have specifically requested for the same. and is a Director on the Board of various companies.
The Notice of the 7th AGM along with the Annual Report Your Directors commend the resolution for approval.
2016-2017 is also available on the Company's website -
www.norl.co.in None of the Directors or Key Managerial Personnel of the
Company or their relatives are concerned or interested in this
14. To support green initiative, the Members holding shares both resolution except Mr. K Soma Raju.
in Physical/ Demat form, who have not furnished their e-mail
ids are requested to furnish the same to the Company/ The Board commends the Special Resolution set out at Item
Depository Participants No. 4 of the Notice for approval by the shareholders.
15. As per Section 72 of the Companies Act, 2013 facility for making Inspection of Documents
nominations is available to individuals holding shares in the
Company. The prescribed nomination form can be obtained The documents pertaining to Special Business are available
from the Company. Members, in particular those holding shares for inspection at the Registered Office of the Company
in single name, are requested to avail the above facility by between 10.30 a.m. and 12.30 p.m. on any working day prior
furnishing to the Company the particulars of their nomination. to the meeting.
Members holding shares in electronic form may forward duly
filled nomination form to their respective depository.
16. The Securities and Exchange Board of India has notified that
the shareholders/transferee of shares (including joint holders)
holding shares in physical form are required to furnish a By Order of the Board
certified copy of their PAN Card to the Company while
transacting in the securities market including transfer, Ankita Mathur
transmission or any other corporate action. Hyderabad Company Secretary
November 08, 2017 M.No ACS 24358
Accordingly, all the shareholders/transferee of shares
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NAGARJUNA OIL REFINERY LIMITED
DIRECTORS' REPORT
Your Directors present before you the 7th Annual Report of the Company together with the Audited Accounts for the year ended
March 31, 2017.
The Financial Results of the company for the year ended March 31, 2017 are as under:
A. BUSINESS AND FINANCIAL HIGHLIGHTS Financial Summary
Standalone Financial Results Rs. in Lakhs The Loss after tax for the year was Rs.23,988.87 Lakhs
against loss after tax of Rs.331.51 Lakhs for the previous
Particulars 2016-2017 2015-2016 year.
Current year Previous year
The main contributors to the loss was on exceptional item
Net Sales/Income from Operations - - representing a provision of Rs.23,622 lakhs towards
Other Income 0.36 1.54 diminution in the value of investment in Nagarjuna Oil
Corporation Limited (NOCL) in addition to Rs.40,000 Lakhs
Total Expenditure provided in the year 2014-15, considering the delay in
induction of partner and consequently, achieving financial
a . (Increase)/Decrease in Stock - -
closure for re-assessed cost of project.
b. Cost of materials consumed - - Extension of time for holding Annual General Meeting
c. Employee Benefits expense 157.39 150.94 The Registrar of companies (ROC), Hyderabad, has granted
extension of time to the company for holding the 7th Annual
d. Purchase of traded products - - General meeting, upto December 31, 2017.
e. Power and fuel - - Status of the Oil Refinery Project
f. Other expenses 195.65 167.98 Your company holds 46.78% of equity share capital of
Nagarjuna Oil Corporation Limited (NOCL) which is involved
Total 353.04 318.92 in setting-up a 6 MMTPA refinery project at Cuddalore,
Tamil Nadu.
Finance cost 12.09 12.01
National Company Law Tribunal (NCLT), Chennai Bench has
Depreciation and amortization 2.10 2.12 admitted the applications of the corporate creditors and
initiated the corporate insolvency resolution process under
Profit/(Loss) before exceptional (366.87) (331.51)
the Insolvency and Bankruptcy Code, 2016. NCLT has appointed
items, extra-ordinary items and tax
an Insolvency Resolution Professional for this purpose.
Exceptional Items 23,622.00 - Consolidated Financial Statements
Profit/ (Loss) before extra-ordinary (23,988.87) (331.51) The Company in terms of Section 129(3) of the Companies
items and tax Act, 2013, is required to prepare Consolidated Financial
Statements with the Annual Accounts of its Associate
Extra-ordinary items - -
Company, Nagarjuna Oil Corporation Limited (NOCL) in
Profit/(Loss) before tax (23,988.87) (331.51) addition to Standalone Financial Statements for the
year ended March 31, 2017.
Provision for tax - -
The Company had been perusing with NOCL for the Audited
Deferred tax - - Annual Accounts for the year ended March 31, 2017. NOCL has
Profit after tax (23,988.87) (331.51) informed that the Annual Accounts for the year ended
March 31, 2017 were under the process of finalization.
Dividend – equity shares - -
NOCL vide letter dated July 28, 2017 has informed the Company
Tax on proposed dividend - - that National Company Law Tribunal had appointed an
Insolvency Resolution Professional on July 26, 2017 and
Balance c/d to Balance Sheet (23,988.87) (331.51)
initiated the corporate insolvency resolution process under
Paid Up equity share capital 4281.82 4281.82 the Insolvency and Bankruptcy Code, 2016 and that NOCL was
(Face value of Re.1/- per share) not in a position to draw up and provide its Annual Accounts
for the year ended March 31, 2017.
Reserves excluding revaluation reserve 8,190.59 32,179.46
In view of the above, the Company, had sought extension of
Earnings per share (annualized)– in Rs. time for holding 7 th Annual General Meeting from the
Basic and Diluted (5.60) (0.08) Registrar of Companies, Telangana, for a period of three
months up to December 31, 2017 and the same was granted.
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NAGARJUNA OIL REFINERY LIMITED
The Company, despite follow-ups has not yet received the Meetings of the Board
Audited Annual Accounts of NOCL for the preparation of The Board of Directors of your company, during the period
Consolidated Financial Statements for placing the same under review met Five times on May 28, 2016, August 06, 2016,
before the Members of the Company at the Annual General September 17, 2016, November 08, 2016 and February 09, 2017.
Meeting to be held on December 26, 2017.
Remuneration and other particulars of the Directors/ Key Managerial
The Company, in order to meet the statutory requirements
Personnel/ Employees.
under Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 has convened the The information relating to remuneration and other particulars
7th Annual General Meeting of the Members and is of the Directors/ Key Managerial Personnel/Employees as
presenting the Audited Accounts without incorporating the required under Section 197(12) of the Companies Act, 2013
Consolidated Financial Statements for the year ended read with Rule 5(1) of the Companies (Appointment and
March 31, 2017 for the approval of the Members. Remuneration of Managerial Personnel) Rules, 2014 appears
Share Capital as Annexure - II.
The paid-up equity capital of the company as on March 31, Personnel
2017 is Rs.42,81,81,821/- consisting of 42,81,81,821 equity shares In terms of the provisions of Section 197(12) of the Companies
of Re.1/- each.
Act, 2013 read with Rules 5(2) and 5(3) of the Companies
Subsidiaries, Joint Ventures or Associate Companies: (Appointment and Remuneration of Managerial Personnel)
There has been no change in relation to any subsidiary, joint Rules, 2014, a statement showing the names and other
venture or associate company during the year. particulars of the employees drawing remuneration in excess
Accounts of Associates of the limits set out in the said rules appears as Annexure -
Please refer Note on Consolidated Financial Statements III.
above.
Committees
The Details of Investment of the Company in Nagarjuna Oil
Corporation Limited (NOCL) an associate company is enclosed Audit Committee:
as Annexure - I In compliance with the provisions of Section 177 of the
B. DIRECTORS, BOARD COMMITTEES, KEY MANAGERIAL PERSONNEL Companies Act, 2013 and Regulation 18 of SEBI (Listing
AND REMUNERATION Obligations and Disclosure Requirements) Regulations, 2015
Directors Retiring by Rotation (Erstwhile Listing Agreement) the company had constituted
an Audit Committee consisting of qualified and experienced
In accordance with Section 152 of the Companies Act, 2013 and
members from various fields. The Committee consists of three
the Articles of Association of the Company, Mr. K Rahul Raju
who is liable to retire by rotation and being eligible, offers Independent Directors and one non-executive Director. The
himself for re-appointment as Director of the Company, subject Chairman of the Committee is Dr. N C B Nath, an Independent
to retirement by rotation. Director. The Committee meets periodically to review the
internal audit report, quarterly Financial Results and Annual
Resignation of Director
Financial Statements and recommends its decisions to the
During the year under review Mr. D Ranga Raju, Director of the Board apart from taking action independently whenever
Company had vide letter dated February 01, 2017 resigned required. The Statutory Auditors and Company Secretary attend
from the office of director of the company.
the Audit Committee Meetings.
The Board places on record the appreciations for the service
rendered by him during his tenure as Director of the Company. The Audit Committee comprises of
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NAGARJUNA OIL REFINERY LIMITED
of performance of the Directors, Key Managerial Personnel, personnel from taking adverse personnel action against
Senior Management and other employees. employees disclosing in good faith, alleged wrongful conduct
Stakeholders Relationship Committee: on matters of public concern involving violation of any law,
mismanagement, misappropriation of public funds, among
The Stakeholders Relationship Committee was constituted others.
in compliance with the provisions of the Companies Act, 2013
Employees aware of any alleged wrongful conduct are
and Regulation 20 of SEBI (Listing Obligations and Disclosure
encouraged to make a disclosure to the Audit Committee.
Requirements) Regulations, 2015 (Erstwhile Listing
Agreement). No personnel of the company were denied access to the Audit
Committee.
C. DISCLOSURES
Corporate Social Responsibility
Company Policy Matters
The provisions relating to Corporate Social Responsibility
Your company's endeavor has always been to maintain does not apply to the Company.
transparency and accountability to its stakeholders. In this Corporate Governance
direction, various policies mentioned in the Corporate
Your company firmly believes that building a culture of
Governance Report have been implemented to enable the
compliance is more than meeting regulations and standards.
stakeholders to appreciate the various interventions the
Your company is always proactive in meeting mandated
company has taken.
standards and practicing Corporate Governance in spirit and
The implementation of these policies are reviewed not just the letter of the law.
periodically by the Board of Directors and updated regularly.
As mandated by SEBI (Listing Obligations and Disclosure
Risk Management Policy: Requirements) Regulations, 2015 a report on Corporate
The Board has put in place the Risk Management Policy for Governance along with a Certificate from Practicing Company
the company to address various risks impacting the company. Secretary on the compliance of conditions of Corporate
The company has setup an Enterprise Risk Management Governance is annexed hereto. Your company is happy to
System to manage and mitigate risks. inform you that there were no adverse remarks/qualifications/
reservations raised in the Corporate Governance Report.
Policy on Board Evaluation
Related Party Transactions
The Policy on Board Evaluation was adopted with effect from
November 10, 2014, by the Board of Directors in compliance of There are no contracts or arrangements entered into by the
Companies Act, 2013 and SEBI (Listing Obligations and company with related parties in accordance with the
Disclosure Requirements) Regulations, 2015. provisions of Section 188(1) of the Companies Act, 2013, other
than the transaction entered into with Nagarjuna Fertilizers
The purpose of the policy is to assess the effectiveness of the
and Chemicals Limited pursuant to the order of the
Board as a whole, Committees of the Board and Individual
jurisdictional High Courts in relation to the Composite Scheme
Directors (Independent and Non-Independent) on regular
of Arrangement and Amalgamation between Ikisan Limited,
basis and to take necessary steps for improving the
Kakinada Fertilizers Limited, Nagarjuna Fertilizers and
effectiveness of the Board.
Chemicals Limited and Nagarjuna Oil Refinery Limited.
The Nomination and Remuneration Committee has devised
the methodology, identified sample tools for evaluation and The Policy on Related Party Transactions appears on the
also laid down the parameters for evaluation of Non-Executive website of the Company at www.norl.co.in.
Directors, Independent Directors, Chairman, Board of Directors Particulars of Loans, Guarantees or Investments
and Committees of the Board. The company has not provided any loans, guarantees or made
The Nomination and Remuneration Committee, have based investments pursuant to Section 186 of the Companies Act,
on the responses received from Directors, evaluated the 2013 other than executing a Sponsored Undertaking in favor
Directors, conveyed the opinion of the Committee to the of the lenders of Nagarjuna Oil Corporation Limited.
Directors, Committees and the Board. Conservation of Energy, Technology Absorption, Foreign Exchange
In view of the evaluation not linked to payment of Earnings and Outgo
remuneration, the company has opted only for payment of In relation to the information required to be furnished under
sitting fees, the evaluation has no financial implications on
the Companies Act, 2013 read with Companies (Accounts)
the company.
Rules, 2014, the company is not undertaking any manufacturing
Whistle Blower Policy/Vigil Mechanism activity and accordingly there is no information available
The company has formulated the policy on Whistle Blower/ pertaining to Conservation of Energy and Technology
Vigil Mechanism in compliance with Clause 49 of Erstwhile Absorption. There is no Foreign Exchange Earnings and Outgo.
Listing Agreement. The same is in conformity with the
Extract of Annual Return
Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 and Section 177(9) of the The Extract of the Annual Return for the year ended March 31,
Companies Act, 2013. The Policy aims to prohibit managerial 2017 appears as Annexure- IV to this report.
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NAGARJUNA OIL REFINERY LIMITED
Significant and material orders passed by the regulators or courts or An Internal Auditor of the company has been appointed by
tribunals impacting the going concern status and Company's the Board of Directors, in compliance with the Companies Act,
operations in future 2013 and SEBI (Listing Obligations and Disclosure
There were no orders passed by Regulators or Courts or Requirements) Regulations, 2015.
Tribunals impacting the going concern status and future D. DIRECTORS RESPONSIBILITY STATEMENT:
business operations of the Company. Pursuant to Section 134(3)(c) and 134(5) of the Companies Act,
Adequacy of Internal Financial Controls 2013, the Board of Directors of the Company hereby report:-
The Company has established and is maintaining internal (a) in the preparation of the annual accounts, the applicable
controls and procedures based on the internal control over Accounting Standards had been followed along with
financial reporting criteria established by the Company. proper explanation relating to material departures;
The Board of Directors have evaluated the effectiveness of (b) the Directors had selected such accounting policies and
the Company's internal financial controls and procedures and applied them consistently and made judgments and
confirm that they are adequate in all material respects based estimates that are reasonable and prudent so as to give
on the size and the nature of its business and such internal a true and fair view of the state of affairs of the company
financial controls over financial reporting were operating at the end of the financial year and of the profit and loss
effectively as at March 31, 2017. of the company for that period;
Deposits (c) the Directors had taken proper and sufficient care for
The Company has not accepted any deposits within the the maintenance of adequate accounting records in
purview of the Companies Act, 2013 and the Rules made there accordance with the provisions of this Act for safeguarding
under during the Financial Year 2016-17. the assets of the company and for preventing and
detecting fraud and other irregularities;
AUDITORS AND AUDIT REPORT
(d) the Directors had prepared the annual accounts on a
Statutory Auditors
going concern basis; and
M/s. M Bhaskara Rao & Co., Chartered Accountants (Firm
(e) the Directors, in the case of a listed company, had laid
Registration No-000459S), Hyderabad, were appointed as the
down internal financial controls to be followed by the
Statutory Auditors' for a term of five (5) years commencing
from the conclusion of the 4th Annual General Meeting up to company and that such internal financial controls are
the conclusion of the 9th Annual General Meeting subject to adequate and were operating effectively.
ratification by the members of the company every year at the (f) the Directors had devised proper systems to ensure
Annual General Meeting. compliance with the provisions of all applicable laws
M/s. M Bhaskara Rao & Co have signified their willingness to and that such systems were adequate and operating
accept ratification of appointment and have further confirmed effectively.
their eligibility under Section 141 of the Companies Act, 2013. ACKNOWLEDGEMENT
The company's Statutory Auditors have also furnished a Your Directors place on record their gratitude to the
certificate from the Peer Review Board of the ICAI confirming Government of India, the financial institutions and Company's
that they have undergone the process of peer review. bankers for their assistance and cooperation.
The Board of Directors in accordance with the provisions of Further, the company places on record its sincere appreciation
Section 139 of the Companies Act, 2013 and Rules made for the continuing support and unstinting efforts of investors,
thereunder commend the ratification of the appointment of associates and all stakeholders.
Statutory Auditors for the Financial Year 2017-18 for
By Order of the Board
consideration of the members.
Statutory Audit Report
Hyderabad K S Raju
There are no adverse comments in the Report of the Statutory
Auditors' of the Company. November 08, 2017 Chairman
Secretarial Auditor
The Board of Directors have appointed Mr. C S S Krishna,
Partner, M/s KBG Associates, Company Secretaries, Hyderabad
as the Secretarial Auditor of the Company to undertake
Secretarial Audit for the Financial Year 2017-18.
Secretarial Audit Report
The Secretarial Audit Report for the Financial Year 2016-17
appears as Annexure - V to this Report. There are no
qualifications or adverse remarks in the report.
Internal Audit
The Company has a well established system of Internal Audit
which carries out audit on Risk Management framework
covering all the functions.
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
Annexure - III
Statement 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)
S. Name Designation Remuneration Nature of Qualifi- Years of Date of Age Last Percentage Relation
No. Received Employment cations Experience Commence- employment of equity with
ment of held by share Director
Employment employee held or
before joining Manager
1 Mr. Sudhakar Vice-President 7672382 Contractual B.Com., 43 01.04.2011 66 Executive None None
Kudva Corporate (Hons), Director,
Affairs F.C.A Arcelar Mittal-
Algeria
Annexure – IV
EXTRACT OF ANNUAL RETURN
Form No. MGT-9 as on the financial year ended on March 31, 2017
[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 L23200AP2010PLC071242
Registration Date November 16, 2010
Name of the Company Nagarjuna Oil Refinery Limited
Category / Sub-Category of the Company Public Company Limited by Shares
Address of the Registered office and contact details D.No. 8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad, Telangana-500 082
Whether listed company Yes
Name, Address and Contact details of Registrar and XL Softech Systems Limited,Plot No. 3, Sagar Society, Road No.2, Banjara
Transfer Agent, if any Hills, Hyderabad, Telangana - 500 034
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. Name and Description of main NIC Code of the % to total turnover
No. products / services Product/ service of the company
1. Promoting, conceiving, planning, coordinating, executing and NA NIL
monitoring setting up of business relating to extraction of oil
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Category of Shareholders during the
Demat Physical Total % of Demat Physical Total % of
Total Total year
Shares Shares
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 13,02,39,652 - 13,02,39,652 30.42% 13,02,39,652 - 13,02,39,652 30.42% 0.00%
e) Banks / FI - - - - - - - - -
f) Any Other … 1,00,00,000 - 1,00,00,000 2.34% 1,00,00,000 - 1,00,00,000 2.34% 0.00%
(Co-op Society)
Sub-total (A) (1):- 15,97,19,642 - 15,97,19,642 37.30% 15,97,19,642 - 15,97,19,642 37.30% 0.00%
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NAGARJUNA OIL REFINERY LIMITED
No. of Shares held at the beginning No. of Shares held at the end of the year % Change
Category of Shareholders of the year during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
(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 …. 80,00,000 - 80,00,000 1.87% 80,00,000 - 80,00,000 1.87% 0.00%
NRI based Company
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) 17,17,19,642 - 17,17,19,642 40.10% 17,17,19,642 - 17,17,19,642 40.10% 0.00%
B. Public Shareholding
1. Institutions
a) Mutual Funds 2,900 2,09,750 2,12,650 0.05% 2,900 2,09,750 2,12,650 0.05% 0.00%
b) Banks / FI 16,200 56,176 72,376 0.02% 39,200 56,176 95,376 0.02% 0.00%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 73,76,752 100 73,76,852 1.72% 73,76,752 100 73,76,852 1.72% 0.00%
g) FIIs 1,17,339 30,250 1,47,589 0.03% 97,339 30,250 1,27,589 0.03% 0.00%
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others - - - - - - - - -
Sub-total (B)(1):- 75,13,191 2,96,276 78,09,467 1.82% 75,16,191 2,96,276 78,12,467 1.82 0.00%
2. Non-Institutions
a) Bodies Corp.
i) Indian 4,47,28,654 3,29,472 4,50,58,126 10.52% 4,50,68,373 3,25,522 4,53,93,895 10.60% 0.00%
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual share 12,24,52,296 3,68,66,640 15,93,18,936 37.21% 12,73,27,417 3,64,00,898 16,37,28,315 38.24% 0.01%
holders holding
nominal share
capital upto
Rs. 1 lakh
ii) Individual share 1,35,04,086 - 1,35,04,086 3.15% 87,59,126 - 87,59,126 2.05% -0.01%
holders holding
nominal share
capital in excess of
Rs. 1 lakh
c) Others
NRI 53,85,197 8,90,040 62,75,237 1.47% 54,15,409 8,67,840 62,83,249 1.47% 0.00%
Trusts 2,43,76,552 1,19,475 2,44,96,027 5.72% 2,43,65,552 1,19,275 2,44,84,827 5.72% 0.00%
Foreign National 300 - 300 0.00% 300 - 300 0.00% 0.00%
Sub-total (B)(2):- 21,04,47,085 3,82,05,627 24,86,52,712 58.07% 21,09,36,177 3,77,13,535 24,86,49,712 58.07% 0.00%
Total Public Shareholding
(B)=(B)(1)+ (B)(2) 21,79,60,276 3,85,01,903 25,64,62,179 59.90% 21,84,52,368 3,80,09,811 25,64,62,179 59.90 0.00%
C. Shares held by Custodian for
GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 38,96,79,918 3,85,01,903 42,81,81,821 100.00% 39,01,72,010 3,80,09,811 42,81,81,821 100 0.00%
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
(vi) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment ` In Lakhs)
(`
Secured Loans Unsecured Deposits Total
Particulars excluding Loans Indebted-
deposits ness
Indebtedness at the beginning of the financial year
i) Principal Amount - 100.00 - -
ii) Interest due but not paid - 10.27 - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 110.27 - -
Change in Indebtedness during the financial year
· Addition - 12.00 - -
· Reduction - 1.18 - -
Net Change 10.82
Indebtedness at the end of the financial year
i) Principal Amount - 100.00 - -
ii) Interest due but not paid - 21.09 - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 121.09 - -
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
Based on our verification of the books, papers, minute books, (d) The Securities and Exchange Board of India
forms and returns filed and other records maintained by the (Registrars to an Issue and Share Transfer Agents)
Company and also the information provided by its officers, Regulations, 1993 regarding the Companies Act and
agents and authorized representatives during the conduct dealing with client;
of secretarial audit; we hereby report that in our opinion, (e) The Securities and Exchange Board of India
the Company has, during the audit period ended on 31 st (Buyback of Securities) Regulations, 1998;
March, 2017, complied with the statutory provisions listed
7. We have also examined compliance with the applicable
hereunder and also that the Company has proper Board
clauses of the following:i. Secretarial Standards
processes and compliance mechanism in place to the extent, issued by The Institute of Company Secretaries of India.
in the manner and subject to the reporting made hereinafter:
1. Under the Companies Act, 2013
Sl.No. Particulars
A. That based on our examination and verification of the
1. The Companies Act, 2013 (the Act) and the Rules made records produced to us and according to the information
thereunder; and explanations given to us by the Company that the
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) Company has, in our opinion, complied with the
and the Rules made thereunder; provisions of the Companies Act. 2013 (“the Act”) and
the Rules made under the Act and Memorandum, and
3. The Depositories Act, 1996 and the Regulations and Articles of Association of the Company, inter alia with
Bye-laws framed thereunder; regard to :
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NAGARJUNA OIL REFINERY LIMITED
a . Maintenance of various statutory registers and Directors and Independent Directors. The changes
documents and making necessary entries therein; in the composition of the Board of Directors that
took place during the period under review were
b. Closure of Register of Members / Debenture holders;
carried out in compliance with the provisions of
c. Forms, returns, documents and resolutions the Act.
required to be filed with the Register of Companies
i i . Adequate notice is given to all directors to schedule
and the Central Government;
the Board Meetings, agenda and detailed notes
d. Service of documents by the company on its on agenda were sent at least seven days in
members and Registrar of Companies. advance, and a system exists for seeking and
obtaining further information and clarifications on
e. Notices and minutes of the meetings of the
the agenda items before the meeting and for
committees of directors;
meaningful participation at the meeting.
f. The meetings of Board of Directors and Committees
i i i . Majority decision is carried through while the
of Directors (including passing of resolutions by
dissenting members’ views are captured and
circulation) held on 28-05-2016, 06-08-2016, 17-09-
recorded as part of the minutes
2016, 08-11-2016, and 09-02-2017;
iv. There was no prosecution initiated and no fines or
g. The Annual General Meeting held on 26th December,
penalties were imposed during the year under
2016;
review under the Act, SEBI Act, SCRA, Depositories
h. Minutes of proceedings of General Meetings and Act, and Rules, Regulations and Guidelines framed
of the Board and its Committee meetings; under these Acts against / on the Company, its
Directors and Officers.
i. Approvals of the Members, the Board of Directors,
the Committees of Directors wherever required; v. The Directors have complied with the disclosure
requirements in respect of their independence and
j. Constitution of the Board of Directors / compliance with the Code of Business Conduct &
Committee(s) of Directors, appointment, retirement Ethics for Directors and Management Personnel;
and reappointment of Directors
2. Under the Securities Contracts (Regulation) Act, 1956, We
k Appointment and remuneration of Auditors. report that
l The Directors have not recommended any dividend The Company has complied with the requirements of
on the equity capital of the Company. Hence there Securities Contracts (Regulation) Act, 1956 and the Rules
is no requirement to comply with the provisions made under that Act.
for Declaration and payment of dividends;
3. Under the Depositories Act, 1996, we report that
m Since the Company does not have any unpaid and
unclaimed dividend and there is no requirement The Company has complied with the provisions of the
for, Transfer of amounts, as required under the Act, Depositories Act, 1996 and the Byelaws framed
to the Investor Education and Protection Fund and thereunder by the Depositories with regard to
uploading of details of unpaid and unclaimed dematerialization / rematerialisation of securities and
dividends on the websites of the Company and the reconciliation of records of dematerialized securities
Ministry of Corporate Affairs is not necessary ; with all securities issued by the Company.
n Borrowings and registration, modification and 4. Under FEMA, 1999, we report that
satisfaction of charges wherever applicable;
The Company has complied with the provisions of the
o Investment of the Company’s funds including FEMA, 1999 and the Rules and Regulations made under
investments and loans to others; that Act to the extent applicable.
p Form of balance sheet as prescribed under Part I, 5. Under Reserve Bank of India Act, 1934, we report that:
form of statement of profit and loss as prescribed
According to the information and explanations
under Part II and General Instructions for
furnished to us, the Company submitted its application
preparation of the same as prescribed in Schedule
for registration under Section 45-IA of the Reserve Bank
III to the Act;
of India Act 1934 which is pending clearance by Reserve
q Directors’ report; Bank of India
r Contracts, common seal, registered office and 6. Under the SEBI Act, we report that
publication of name of the Company; and
a . The Company has complied with the requirements
B. Under the Companies Act, 2013, We further report that under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
i. The Board of Directors of the Company is duly Regulations, 2015.
constituted with proper balance of, Non-Executive
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NAGARJUNA OIL REFINERY LIMITED
(Srikrishna S Chintalapati)
Hyderabad Partner
May 26, 2017 CP # 6262
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
BOARD MEETINGS AGENDA AND MINUTES and Sub Committees of the Board. The Company presents a
As a system Agenda, Notes on Agenda and information to Directors comprehensive Action Taken Report of the previous meeting to the
are generally circulated to the Board members well in advance not Board of Directors at the ensuing Meeting of the Board of Directors.
less than 7 days before the meeting of the Board of Directors. All INFORMATION TO THE BOARD
material information is incorporated in the agenda papers for The Board has complete access to all information within the
facilitating focused discussions at the meeting. Company. The following information is regularly provided to the
The Company is in compliance with Secretarial Standard - I and II Board as part of the agenda papers.
issued by the Institute of Company Secretaries of India. • Monthly operations report and quarterly results of the Company.
The Board of Directors meet at least once in every quarter to review • Annual operating plans, budgets, capital budgets, cash flow,
the quarterly financial results, Audited Annual Accounts and updates and all variances.
operations of your Company. Apart from this, Board Meetings are • Contracts in which Directors are deemed to be interested.
convened by giving appropriate notice to address specific needs • Materially important show cause notices, demand, prosecutions
and business requirements of the Company. Matters of urgent nature or other legal notices.
are approved by the Board by passing resolutions through circulation. • Materially relevant default in financial obligations to and by the
The dates of the Board Meeting are decided as far as possible well in Company.
advance and are communicated to the Directors to enable them to • Significant labour problems and their proposed solutions and
schedule their meetings. other developments.
BOARD MEETINGS HELD DURING THE YEAR • Compliance of any regulatory, statutory nature or listing
The Board of Directors met Five times during the year on May 28, requirements.
2016, August 06, 2016, September 17, 2016, November 08, 2016, and • Minutes of the meetings of the Board of Directors and
February 09, 2017. Committees of the Board of Directors.
Post-meeting follow-up system • Status of subsidiary companies.
The Company has a formal system of follow up, review and reporting • Minutes of meetings of the Board of Directors of subsidiary
on actions taken by the management on the decisions of the Board companies.
• Details of related party transactions.
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NAGARJUNA OIL REFINERY LIMITED
• Quarterly compliance report in accordance with the Remuneration Committee of the Board is responsible for the
erstwhile Listing Agreement and Regulation 27 of SEBI evaluation of the Board, Committee and Directors.
(Listing Obligations and Disclosure Requirements) REMUNERATION TO NON-EXECUTIVE DIRECTORS/ INDEPENDENT
Regulations, 2015 and any non compliance. DIRECTORS:
• Report on risk assessment and minimization procedures. The Non-Executive Directors of the company, whether
• Information on recruitment and remuneration of senior Independent or Non-Independent, are paid sitting fees for
managerial personnel below the Board level. attending the meetings of the Board of Directors / Committees
• Fatal or serious accidents, dangerous occurrences, any material of Board of Directors which is within the limits prescribed
effluent or pollution problems. under the Companies Act, 2013 and the company has not paid
• Issues which involves possible public or product liability claims any other fee or compensation to the Non-Executive directors.
of substantial nature, including any judgment or order which The table below shows the details of remuneration paid to
may have passed strictures on the conduct of the Company or Non-Executive / Independent Directors of the company during
taken an adverse view regarding another enterprise that can the financial year 2016 - 2017.
have negative implications on the company. Name of the Director Sitting Fees paid for
• Significant sale of investments, subsidiaries, assets, which are attending meetings of the
not in the normal course of business. Board of Directors /
• Details of any joint ventures or collaboration agreements. Committees of Directors*
• Transactions that involve substantial payment towards goodwill, INDEPENDENT & NON-EXECUTIVE
brand equity or intellectual property. Dr N C B Nath 18,000
• Quarterly details of foreign exchange exposures and the steps Mr. S R Ramakrishnan 22,500
taken by the management to limit the risks of adverse exchange
Mr. D Ranga Raju -
rate movement, if material.
Ms. Lalitha Raghuram 13,500
REVIEW OF LEGAL COMPLIANCE REPORTS
The Board periodically reviews during the year the compliance NON-EXECUTIVE
reports in respect of the various statutory enactments applicable to Mr. K S Raju 22,500
the company. Mr. K Rahul Raju 22,500
REMUNERATION TO DIRECTORS Mr. Chandra Pal Singh Yadav 18,000
The Company has adopted a Nomination and Remuneration Policy *Excludes TDS & Service Tax
in compliance of Section 178 of the Companies Act, 2013 and the
REMUNERATION TO MANAGER
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy acts as a guideline for determining, inter-alia, The details of Compensation of the Manager is :
qualifications, positive attributes and independence of a director, Salary - Rs.10,000/- p.m.
matters relating to the remuneration, appointment, removal and Perquisites - as per rules of the company.
evaluation of performance of the Directors, Key Managerial
Personnel, Senior Management and other employees. APPOINTMENT OF THE DIRECTORS
The Company has adopted a Policy on Board Evaluation in compliance NON-EXECUTIVE DIRECTORS
of Companies Act, 2013 and the SEBI (Listing Obligations and In accordance with the Articles of Association of the company, one
Disclosure Requirements) Regulations, 2015. The purpose of the third of the Directors are liable to retire every year and if eligible,
policy is to assess the effectiveness of the Board as a whole, offer themselves for re-appointment at every Annual General
Committees of Board and Individual Directors (Independent and Non- Meeting.
Independent) on regular basis and to take necessary steps for Mr. K Rahul Raju, Director of the company is liable to retire by rotation
improving the effectiveness of the Board. The Nomination and and being eligible offers himself for re-appointment as Director,
liable to retire by rotation.
The table below lists the Directors being appointed.
Non - Executive Directors
Name of the Date of Birth Last Qualifi- Directorships in Membership of Committees
Directors reappointment cation other companies of the Board in other
Date (Only Public Cos.,) Companies
Mr. K. Rahul Raju 31-08-1976 September 26, B.Com., - Nagarjuna Fertilizers and Chemicals Nagarjuna Fertilizers and
2014 (Hons.) Limited Chemicals Limited
- The Fertilizer Association of India - Shares and Debentures
- Bijam Bio-sciences Private Limited Committee
- Bijam Projects & Estates Private - Management Committee
Limited - Banking Committee
- Petiva Private Limited - Investment Committee
- Ontray Internet services Private - CSR Committee
Limited - Risk Management
- Growth Stream Properties Private Committee
Limited
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NAGARJUNA OIL REFINERY LIMITED
PERFORMANCE EVALUATION OF DIRECTORS AND CRITERIA FOR SHARES HELD BY NON-EXECUTIVE DIRECTORS
EVALUATION None of the Non-Executive Directors were holding any shares
The Directors Report contains information in this regard. in the Company as on March 31, 2017.
CODE OF CONDUCT AND ETHICS
DETAILS OF FAMILIARIZATION PROGRAMMES TO DIRECTORS
The Company adopted the Code of Conduct and Ethics for
The Company as a practice ensures that all Directors are Directors and senior management personnel. The Code has
briefed on matters of the Company on their induction into the been circulated to all the members of the Board and senior
Board of Directors of the company. The company also issues a management and the same has been put on the Company's
Letter of Appointment in case of Independent Directors website www.norl.co.in.
detailing their terms and conditions of appointment. The Board of Directors and senior managerial personnel have
The Memorandum and Articles of Association of the Company, affirmed their compliance with the Code and a declaration to
copies of Annual Reports for the previous financial years, this effect signed by Manager and Company Secretary appears
in the Annexure to the Corporate Governance Report.
half year reports, organization structure, Company policies
including Code of Conduct, Insider Trading Policy, and Board LEAD INDEPENDENT DIRECTOR
Charter, Whistle Blower Policy etc. are provided to the directors Dr. N C B Nath, who is the Chairman of the Audit Committee of
at the time of induction. Board of Directors, is the Lead Independent Director. The Lead
Independent Director on behalf of the Independent Directors
The Board of Directors are also familiarized at regular intervals provides structural feedback to the Board to encourage healthy
on any changes that takes place in the organization and also discussions and openness amongst the members of the Board.
updations on statutory enactments effecting them as Directors TRAINING FOR THE BOARD MEMBERS
or impacting the Company.
As part of ongoing knowledge sharing, the Board of Directors
REMUNERATION POLICY are updated with relevant statutory amendments and
The Nomination and Remuneration Policy has been adopted landmark judicial pronouncements encompassing important
laws such as Company Law, SEBI Law, Income Tax Law, among
by the Board of Directors based on the recommendation of others at meetings of the Board of Directors.
the Nomination and Remuneration Committee in compliance
with Section 178 of the Companies Act, 2013 and the SEBI The Board of Directors meet periodically with Senior
Managerial Personnel and discuss areas of interest of the
(Listing Obligations and Disclosure Requirements) Company.
Regulations, 2015.
The Company, as a good governance practice, put in place a
This policy acts as a guideline for determining, inter-alia, "Policy on Training of Board of Directors".
qualifications, positive attributes and independence of a Director, COMMITTEES TO THE BOARD
matters relating to the remuneration, appointment, removal and
evaluation of performance of the Directors, Key Managerial The Board of Directors have constituted various Committees
with adequate delegation to focus on specific areas and take
Personnel, Senior Management and other employees. decisions so as to discharge day to day affairs of the Company.
RELATED PARTY TRANSACTIONS Each committee is guided by its charter, which defines the
composition, scope and powers of the Committee. All
The Directors Report contains information in this regard. decisions and recommendations of the Committees are
placed before the Board of Directors. The Committees
MEETINGS OF INDEPENDENT DIRECTORS constituted by the Board as on date are:
The Independent Directors of the company even before the 1. SHARES AND DEBENTURES COMMITTEE
notification by SEBI, been having informal meetings before every
The Committee comprises of following members:
Board Meeting and discussing the issues impacting the company.
Name of the Member Category
The Independent Directors met on May 28, 2016 and August
Mr. K S Raju Chairman
05, 2016 and apart from other matters, connected to the
operations and strategy of the Company evaluated the Mr.K Rahul Raju Member
performance of the Chairman of the Board and discussed The Committee met Forty Two (42) times during the year under
aspects relating to the quality, quantity and timeliness of the review apart from considering matters through circulation.
flow of information between the Company, the Management The quorum is two members present in person.
and the Board. Terms of Reference:
RETIREMENT POLICY OF THE DIRECTORS Allotment of shares, accept calls in advance, and/or share
capital not called up, approve/reject or otherwise deal with
The Company does not have a Retirement Policy for the applications for transfer, transmission, transposition,
members of the Board of Directors of the Company. mutation of shares and debentures, issue share and
debenture certificates including duplicate, split, sub-divide
RESPONSIBILITIES OF THE BOARD or consolidated certificates and to deal with all related
The primary role of the Board is that of trusteeship to protect matters.
and enhance shareholders' value. As trustee, the Board 2. STAKEHOLDERS RELATIONSHIP COMMITTEE
ensures that the Company has clear goals and policies for The Committee met four (4) times during the year 2016-17.
achievement. The Board oversees the Company's strategic The table shows the list of members of the Stakeholders
direction, reviews corporate performance, authorizes and Relationship Committee and the various dates on which
monitors strategic decision, ensures regulatory compliance meetings were held and their attendance particulars
and safeguards interests of stakeholders.
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NAGARJUNA OIL REFINERY LIMITED
Date of Meeting and adequate knowledge of finance and accounts. The scope of the
Name of activities of the Committee, are in conformity with Regulation 18 of
Category attendance particulars
the Member SEBI (Listing Obligations and Disclosure Requirements) Regulations,
28-5-2016 06-8-2016 08-11-2016 09-2-2017
2015 read with section 177 of the Companies Act, 2013 and the rules
Dr. N C B Nath Chairman
made there under.
Mr. K S Raju Member
Mr. K Rahul Raju Member The table shows the list of members of Audit Committee and the
various dates on which meetings were held and their attendance
- Present, X - Absent particulars.
Terms of reference:
Date of Meeting and
The terms of reference of the Committee shall be matters that are Name of
Category attendance particulars
considered necessary in relation to shareholders, debenture holders, the Member
28-5-2016 06-8-2016 08-11-2016* 09-2-2017
investors and various other stakeholders of the Company in relation
to Transfer of shares, Non-receipt of declared dividends, Non-receipt Dr. N C B Nath Chairman X
of balance sheet, complaints directly concerning the shareholders/ Mr. SR Ramakrishnan Member X
investors as stakeholders of the Company but not limited to the Mr. K S Raju Member
above mentioned matters. Ms. K Lalitha Member
Raghuram
3. MANAGEMENT COMMITTEE
* Meeting not held as the requisite quorum was not present.
There were no meetings of the Management Committee of Directors - Present, X - Absent
during the financial year 2016-2017.
The table below shows the list of members of the Management The Company Secretary of the Company functions as Secretary to
Committee. the Committee. The Statutory Auditor, the Head-Internal Audit and
such other executives as the committee considers appropriate are
Name of the Member Category
present as invitees for the Meetings of the Audit Committee.
Mr. K S Raju Chairman
The quorum for the Audit Committee shall be two members
Dr N C B Nath Member or 1/3rd of the strength of the Audit Committee, whichever is
Mr. S R Ramakrishnan Member higher with at least 2 independent directors
Mr. K Rahul Raju Member Terms of Reference
The quorum is two members present in person. a ) Oversee the Company’s financial reporting process and
Terms of reference: the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible.
1. To review the operations of the Company from time to time and
also formulate and review corporate objectives and strategies b) Recommending to the Board, the appointment, re-
including long range plans for expansion/diversification of the appointment, remuneration and terms of appointment of
Company's activities. auditors of the Company.
2. To formulate annual budgets/business plans for the Company. c) Approval of payment to statutory auditors for any other services
rendered by the statutory auditors.
3. To approve capital expenditure other than proposals for
expansion, diversification, modernization and de-bottlenecking, d) Reviewing, with the management, the annual financial
including investment in immovable property, above Rs. Five statements and auditor’s report thereon before submission to
crores upto Rs. Ten Crores per proposal, excluding the authority the Board for approval, with particular reference to:
already delegated to Managing Director or Internal Management, i. Matters required to be included in the Director ’s
as the case may be, as per Delegation of Authority. Responsibility statement to be included in the Board’s
4. To approve revenue expenditure above Rs. Five Crores and upto Report in terms of clause (c) of sub- section 3 of Section 134
Rs. Ten Crores in case of procurements on a single tender basis of the Companies Act, 2013.
or above Rs. Ten Crores upto Rs. Fifteen Crores on multi tender ii. Changes, if any, in accounting policies and practices and
basis excluding the authority already delegated to Managing reasons for the same.
Director or Internal Management, as the case may be, as per iii. Major accounting entries involving estimates based on the
Delegation of Authority. exercise of judgment by management.
5. To make donations/contributions to charitable and other funds iv. Significant adjustments made in the financial statements
other than to any political party or for political purposes up to an arising out of audit findings.
aggregate amount of Rs. Ten lakhs in any financial year.
v. Compliance with listing and other legal requirements
6. To lay down and review from time to time Company's relating to financial statements.
employment policy.
vi. Disclosure of any related party transactions.
4. AUDIT COMMITTEE
vii. Qualifications in the draft audit report.
The Audit Committee of Directors consists of well qualified and
e) Reviewing with the management, the quarterly financial
Independent Directors. It comprises of four members, and complies
statements before submission to the Board for approval.
with the stipulation that two thirds of the members shall be
Independent Directors. All the members of the Committee possess f) Reviewing, with the management, the statement of uses/
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NAGARJUNA OIL REFINERY LIMITED
application of funds raised through an issue (public issue, c. The Audit Committee meetings were interactive.
rights issue, preferential issue, etc.), the statement of d. The Committee is recommending to the Board the
funds utilized for purposes other than those stated in ratification of appointment of M/s. M Bhaskara Rao &
the offer document/prospectus/notice and the report Co., Chartered Accountants as statutory auditors of the
submitted by the monitoring agency monitoring the Company, to carry out audit of the accounts of the Company
utilization of proceeds of a public or rights issue and for the Financial Year 2017-18. M/s. M Bhaskara Rao & Co.,
making appropriate recommendations to the Board to have confirmed their eligibility under Section 141 of the
take up steps in this matter. Companies Act, 2013.
g) Review and monitor the auditor ’s independence and e. M/s. M Bhaskara Rao & Co., have also confirmed that they
performance and effectiveness of audit process. have a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India as per
h) Approval or any subsequent modification of transactions the requirements of Regulation 33 (1) (d) of Securities
of the Company with related parties. and Exchange Board of India (Listing Obligations and
i) Scrutiny of inter-corporate loans and investments. Disclosure Requirements) Regulations, 2015.
j) Valuation of undertakings or assets of the Company,
wherever it is necessary. Hyderabad Chairman
May 26, 2017 Audit Committee
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 5. BANKING COMMITTEE
control systems. There were no meetings of the Banking Committee of Directors
m) Reviewing the adequacy of internal audit function, if any, during the financial year 2016 - 2017.
including the structure of the internal audit department, The banking committee consists of
staffing and seniority of the official heading the Name of the Member Category
department, reporting structure coverage and frequency Mr. K S Raju Chairman
of internal audit.
Mr. K Rahul Raju Member
n) Discussion with internal auditors any significant findings
and follow up thereon. The quorum is two members present in person.
o) Reviewing the findings of any internal investigations by Terms of reference:
the internal auditors into matters where there is Availment of fund based and non-fund based credit facilities
suspected fraud or irregularity or a failure of internal by the Company from Financial Institutions and Banks, as per
control systems of a material nature and reporting the the limits delegated by the Board of Directors of the Company.
matter to the Board. 6. INVESTMENT COMMITTEE
p) Discussion with statutory auditors before the audit There were no meetings of the Investment Committee of
commences, about the nature and scope of audit as well Directors during the financial year 2016-2017.
as post-audit discussion to ascertain any area of concern.
The Investment Committee consists of :
q) To look into the reasons for substantial defaults in the
payment to the depositors, debenture holders, Name of the Member Category
shareholders (in case of non payment of declared Mr. K S Raju Chairman
dividends) and creditors. Mr. K Rahul Raju Member
r) To review the functioning of the Whistle Blower The quorum is two members present in person.
mechanism. Terms of reference:
s) To approve the appointment of CFO/Whole time Finance 1. Investment of surplus funds in units, discounting of LC
Director. backed bills, clean bill discounting, inter-corporate
t) Carrying out any other function as is mentioned in the deposits and investment in shares.
terms of reference of the Audit Committee. 2. To dis-invest or pledge the securities such as shares,
u) To consider and commend to the Board appointment of debentures, government bonds, etc., held by the Company
Cost Auditor of the Company. in its name from time to time and do all such acts, deeds
and things that are necessary in this regard.
REPORT OF THE AUDIT COMMITTEE OF DIRECTORS FOR THE YEAR
ENDED MARCH 31, 2017 7. NOMINATION & REMUNERATION COMMITTEE
To the Shareholders of Nagarjuna Oil Refinery Limited The Nomination and Remuneration Committee was
constituted by the Board of Directors in compliance with
a . The Audit Committee’s suggestions from time to time Regulation 19 of SEBI (Listing Obligation and Disclosure
were implemented by the Company during the course of Requirement) Regulations, 2015 and Section 178(1) of the
the year. Companies Act, 2013.
b. The Audit Committee sought clarifications from the The Committee met two (2) times during the financial year
Auditors and the Management of the Company, whenever 2016-2017
required, in relation to the financial matters of the
Company as per the scope and powers of the Audit The table shows the list of members of the Nomination &
Committee. Remuneration Committee and the various dates on which
meetings were held and their attendance particulars
23
NAGARJUNA OIL REFINERY LIMITED
24
NAGARJUNA OIL REFINERY LIMITED
The Company's ISIN No. for dematerialization for both NSDL and The table below shows the details of persons holding more than 1%
CDSL is INE453M01018. shareholding in the Company, as on March 31, 2017.
RECONCILIATION OF SHARE CAPITAL AUDIT Sl No. Name of the Company %
In terms of Regulation 55A (1) of SEBI (Depositories and Participants) Core- Promoter
Regulations,1996 a Practicing Company Secretary of the Institute of 1. Amlika Mercantile Private Limited 30.42%*
Company Secretaries of India, has carried out the reconciliation of Co- Promoter
Share Capital Audit every quarter to reconcile the total admitted 2. Fireseed Limited 1.87%
capital with National Securities Depository Limited (NSDL) and Cen- 3. Governor of Andhra Pradesh 4.55%
tral Depository Services (India) Limited (CDSL) and the total issued 4. KRIBHCO 2.34%
and listed capital. The audit confirms that the total issued/ paid-up Total 39.18%
capital is in agreement with the aggregate total number of shares in
Institutional Investors
physical form and the total number of dematerialized shares held
with NSDL and CDSL 5 Life Insurance Corporation of India 1.26%
Others - Private Corporate Bodies
DISTRIBUTION OF SHAREHOLDING
6. NFCL Employees Welfare Trust 5.69%
The table below shows the distribution of shareholding of various 7 Zuari Investments Ltd 4.56%
groups as on March 31, 2017 8. Zuari Global Limited 2.29%
Share Holding Shareholders Shareholding * - Please refer Note in Point IV(ii) of Annexure IV of the Directors Report
Number % to Total Value in Rs. % to Total LIST OF PROMOTER COMPANIES
Upto 5000 407876 99.13 121306776 28.33 Core-Promoters
5001 - 10000 1925 0.47 14678125 3.43
1. Amlika Mercantile Private Limited
10001 - 20000 886 0.22 12825597 3.00
Co-Promoters
20001 - 30000 290 0.07 7282301 1.70
30001 - 40000 124 0.03 4357451 1.02 1. Fireseed Limited
2. Government of Andhra Pradesh
40001 - 50000 105 0.03 4934740 1.15
3. Krishak Bharati Co-operative Limited
50001 - 100000 149 0.04 10915603 2.55 4. Saipem S.p.A. (formerly Snamprogetti S.p.A)
100001 and above 86 0.02 251881228 58.83
TOTAL 411441 100.00 428181821 100.00 STOCK PRICE DATA
The table below shows the monthly high, low per month on the
The table below shows the distribution of promoter and non-
National Stock Exchange and Bombay Stock Exchange during the
promoter shareholding as on March 31, 2017
financial year 2016-2017
Category No. of shares % of
HIGH & LOW PRICE OF SHARES PER MONTH ON BSE & NSE
held shareholding
MONTH BSE NSE
A. Promoter's holding 17,17,19,642 40.10
HIGH(RS) LOW(RS) HIGH(RS) LOW(RS)
B. Non-promoters holding
April 2016 4.53 3.10 4.60 3.65
I. Institutional investors
May 2016 5.13 3.71 5.15 3.70
a. Mutual funds and UTI 2,12,650 0.05
June 2016 9.28 4.03 9.15 4.15
b. Banks, 74,72,228 1.75
financial institu tions, July 2016 7.58 5.20 7.60 5.20
insurance companies August 2016 6.35 4.87 6.30 4.90
(Central/state govt.
institutions/non-govt. September 2016 5.50 4.42 5.55 4.45
institutions) October 2016 7.34 4.72 7.40 4.70
c. Foreign Institutional 1,27,589 0.03 November 2016 6.70 4.60 6.65 4.50
Investors
December 2016 5.69 4.20 5.60 3.80
II. Others
a. Private corporate bodies 4,53,93,895 10.60 January 2017 5.40 4.75 5.50 4.75
b. Indian public 17,24,87,441 40.28 February 2017 5.35 4.53 5.40 4.55
c. NRIs/OCBs 62,83,249 1.47 March 2017 5.04 4.23 4.95 4.50
d. Any other (please specify)
GENERAL BODY MEETINGS
Trusts 2,44,84,827 5.72
The 6th Annual General Meeting of the Company was held on
Foreign National 300 0.00 December 26, 2016. Mr. K S Raju, Director, chaired the Meeting.
The table below shows the details of the previous three
GRAND TOTAL 42,81,81,821 100.00 General Body Meetings and the Special Resolutions passed.
25
NAGARJUNA OIL REFINERY LIMITED
LAST THREE ANNUAL / EXTRA-ORDINARY GENERAL MEETINGS b. Related Party Transactions at the end of the Financial Year 2016-17
NO. OF DATE & LOCATION SPECIAL Advance Received Rs in Lakhs
AGM TIME RESOLUTION(S) Nagarjuna Fertilizers and Chemicals Limited* 1484.80
& FY PASSED * In terms of the order of the Hon'ble High Court of Bombay, at
ANNUAL GENERAL MEETINGS Mumbai in the Composite Scheme.
4th September Sri Satya Sai Special Resolution for the c. Disclosure of accounting treatment
AGM 26, 2014 Nigamagamam, appointment of Mr. K Soma In the preparation of financial statements, the Company has
2013-14 12.00 Noon 8-3-987/2, Raju as Manager of the followed the accounting standards issued by the Institute of
Srinagar Colony, Company for a period of 3
Chartered Accountants of India
Hyderabad - years with effect from August
500 073 31, 2014. d. Proceeds from the preferential issue of warrants
5th September Sri Satya Sai 1. To approve borrowing Not applicable
AGM 29, 2015 Nigamagamam, limits in excess of the e. Certifications:
2014-15 12.00 Noon 8-3-987/2, limits prescribed under
1. The Manager and Chief Financial Officer, certify every
Srinagar Colony, Section 180(1) (c) of the
quarter that the unaudited financial results of the
Hyderabad - Companies Act, 2013 up
to a sum not exceeding Rs.
Company do not contain any false or misleading
500 073
1500 Crores. statement or figures and do not omit any material fact
2. To authorize the board to which may make the statements or figures contained
charge or mortgage the therein misleading.
properties of the company 2. A certificate as stipulated by Regulation 17(8) of SEBI
under Section 180(1)(a) of (Listing Obligations and Disclosure Requirements)
the Companies Act, 2013. Regulations, 2015 signed by Manager and Chief Financial
6th December Sri Satya Sai Officer certifying the correctness of the year end financial
AGM 26, 2016 Nigamagamam, statements and cash flow statement, responsibility for
2015-16 03.00 PM 8-3-987/2, internal controls and indication of changes in the
Srinagar Colony, internal control and accounting policies appears as an
Hyderabad - annexure to this report.
500 073 3. A certificate as mandated by SEBI (Listing Obligations
EXTRAORDINARY GENERAL MEETINGS and Disclosure Requirements) Regulations, 2015 signed
by Manager and Company Secretary certifying the
1st June 13, Nagarjuna Hills, As per section 100-103, of the compliance of the company's code of conduct appears
EGM 2011 Punjagutta, Companies Act, 1956, as an annexure to this report.
2011-12 04.00PM Hyderabad- Cancellation of Capital and
500082
f. There were no penalties, strictures imposed on the Company
reduction by 5,00,000 shares. by Stock Exchanges or Securities and Exchange Board of
2nd August 22, Nagarjuna Hills, As per section 31 of the India (SEBI) or any Statutory Authority on any matter related
EGM 2011 Punjagutta, Companies Act, 1956, to Capital Markets during the last three years.
2011-12 04.00 PM Hyderabad- Alteration of the Articles of Compliance with the mandatory requirements of SEBI (Listing
500082 Association of the Company. Obligations and Disclosure Requirements) Regulations, 2015
Nagarjuna Hills, Appointment of Manager as Your Company is fully compliant with the mandatory
3rd September
Punjagutta, per Section 269,198,309,310 requirements of the SEBI (Listing Obligations and Disclosure
EGM 05, 2011 Requirements) Regulations, 2015.
2011-12 04.00 PM Hyderabad- and Sch XIII of the Companies
500082 Act, 1956, A certificate from Practicing Company Secretary that the
conditions of Corporate Governance as mandated by SEBI
DETAILS OF PUBLIC FUNDING IN THE LAST THREE YEARS (Listing Obligations and Disclosure Requirements)
The Company has not raised any funds from the public since Regulations, 2015 has been obtained and the same is shown
inception. as an annexure to the Directors Report.
The Company has not issued any GDRs / ADRs. The table shows the Compliance Report status as on March
31, 2017
DISCLOSURES
Compliance with mandatory requirements of SEBI (Listing (i) Mandatory Requirements
Obligations and Disclosure Requirements) Regulations, 2015
Particulars Regulation Compliance
a. Related parties Status
1. Names of related parties and description of (Yes/No)
relationship.
I. Board of Directors 17
a ) Associates A. Composition of Board Yes
(i) Nagarjuna Oil Corporation Limited B. Meetings of Board of Directors Yes
b) Key Management Personnel C. Review of Compliance Reports Yes
i ) Mr. K S Raju, Chairman D. Code of Conduct Yes
i i ) Mr. K Soma Raju, Manager E. Non-executive Directors' Compensation Yes
c) Enterprises under significant influence of Key & Disclosures
Management Personnel or their relatives. F. CEO & CFO Certification Yes
G. Risk Management Yes
i ) Nagarjuna Fertilizers and Chemicals Limited
26
NAGARJUNA OIL REFINERY LIMITED
II. Audit Committee 18 Disclosure under the Sexual Harassment of Women at Workplace
A. Qualified & Independent Audit Committee Yes (Prevention, Prohibition and Redressal) Act, 2013.
B. Meeting of Audit Committee Yes
The Company has not received any complaints alleging sexual
C. Powers of Audit Committee Yes
D. Role of Audit Committee Yes harassment during the financial year 2016-17.
E. Review of Information by Audit Committee Yes Remote E-voting
III. Nomination and Remuneration Committee 19 Yes Pursuant to the provisions of Section 108 of the Companies
IV. Stakeholders Relationship Committee 20 Yes Act, 2013 read with Rule 20 of The Companies (Management
V. Risk Management Committee 21 NA and Administration) Rules, 2014 and Regulation 44 of SEBI
VI. Vigil Mechanism 22 Yes (Listing Obligations and Disclosure Requirements)
VII. Related Party Transactions 23 Yes Regulations, 2015, the Company is providing remote e-voting
VIII. Subsidiary Companies 24 NA facility of casting votes using an electronic voting system from
IX. Independent Directors 25 Yes a place other than venue of the General Meeting and voting
X. Obligations with respect to Directors and 26 Yes at the General Meeting through the ballot form on all the
Senior Management resolutions set forth in the Notice to the 7th Annual General
XI. Quarterly Compliance Report on 27 Yes Meeting to be held on Tuesday i.e., December 26, 2017 at 3.00
Corporate Governance PM.
XII. Website 46 Yes
The Company has engaged the services of Central Depository
XIII. Documents & Information to shareholders 36 Yes
Services (India) Limited to provide remote e-voting platform
XIV. Annual Report 34(3) & Yes
Schedule V to the shareholders.
A. Disclosure of Accounting Treatment Yes Please refer to the detailed instructions on remote e-voting
B. Remuneration of Directors Yes at page no. 45 of the Annual Report 2016-17.
C. Management Discussion&Analysis Report Yes
D. Report of corporate governance Yes Shareholders holding shares in demat form and shareholders
E. Code of Conduct Yes who have registered their email id with the Company will
F. Unclaimed Shares Yes also receive the remote e-voting instructions by email.
Shareholders who do not have access to remote e-voting
COMPLIANCE / NON-ADOPTION OF NON-MANDATORY facility may use the enclosed Ballot Form and send their
REQUIREMENTS assent or dissent on or before closing of business hours of
1. The Board Not Applicable December 25, 2017.
A Non-Executive Chairman may be GENERAL SHAREHOLDERS INFORMATION
entitled to maintain a chairman's office Tuesday, 26th day of December, 2017 at 3.00 PM
7th Annual
at the Company's expense and also General Meeting Sri Satya Sai Nigamagamam, Srinagar Colony,
allowed reimbursement of expenses Hyderabad - 500 073
Day, Date, Time
incurred in performance of his duties. and Venue
2. Shareholders Rights The Un-audited Dates of Book December 20, 2017 to December 26, 2017 (both
A half-yearly declaration of financial Financial Results for Closure days inclusive)
performance including summary of the the half year is sent
Registered D.No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad -
significant events in last six-months, may to all shareholders Office 500 082.
be sent to each household of who have provided
shareholders. their e-mail id's Compliance Ms. Ankita Mathur, Company Secretary
Officer Ph No. (040) 23355317. Fax (040) 23350247
3. Modified opinion(s) in audit report Yes Email : mankita@nagarjunagroup.com
The listed entity may move towards a Share Transfer XL Softech Systems Limited
regime of financial statements with Agent Plot No.3, Sagar Society, Road No. 2, Banjara Hills,
unmodified audit opinion. Hyderabad - 500 034.
Email : xlfield@rediffmail.com
4. Separate posts of Chairman and CEO The Manager of the
Dividend history The Company has not declared dividend since inception.
The listed entity may appoint separate company is CEO
for the last five
persons to the post of chairperson and apart from non- years
managing director or chief executive e x e c u t i v e
Tentative dates Quarter ending June 30, 2017 - 3rd week of July 2017
officer Chairman. Quarter ending September 30, 2017 -3rd week of October 2017
for considering
5. Reporting of Internal Auditor The Internal Financial
Quarter ending December 31, 2017 - 3rd week of January 2018
For the year ending March 31, 2018 - 4th week of April 2018
The Internal auditor may report directly Auditor has direct Results
to the Audit Committee. access to Audit STOCK CODE BSE : 534184
Listing on Stock
committee. Exchanges & The Bombay Stock Exchange, Mumbai Corporate
Relationship Department, 1st Floor, New Trading Ring,
OTHER COMPLIANCES Stock Code Routunda Building, PJ Towers, Dalal Street, Fort Mumbai
Secretarial Standards of Institute of Company Secretaries of India (ICSI) -400 001
The Company has been in compliance with the Secretarial Standards on STOCK CODE NSE : NAGAROIL
National Stock Exchange of India Limited,
Board Meetings (SS-1) and General Meetings (SS-2) notified by the Institute Exchange Plaza, 5th Floor, Plot No.C/1, G Block,
of Company Secretaries of India, New Delhi. Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051
27
NAGARJUNA OIL REFINERY LIMITED
Listing fee Listing fees for the year 2017-2018 has been paid to a declaration of compliance with the Code of Conduct and
the Stock Exchanges, in the stipulated period, where Ethics as applicable to them.
the equity shares of the Company are listed.
To the best of my knowledge and belief, no transactions entered
ISIN No. INE453M01018 for NSDL and CDSL into by the Company during the year are violative of the Company's
code of conduct.
CIN No. L23200AP2010PLC071242
Senior Management Personnel are personnel who are part of the
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL core management team, comprising personnel one level below the
OFFICER OF THE COMPANY executive directors and including all functional heads as on
March 31, 2017.
We, K Soma Raju, Manager and A Sudhakara Rao, Chief
Financial Officer, of Nagarjuna Oil Refinery Limited, to the Hyderabad Ankita Mathur K Soma Raju
best of our knowledge and belief certify that: May 26, 2017 Company Secretary Manager
A. We have reviewed financial statements and the cash flow
statement for the year ended March 31, 2017 and that to the CERTIFICATE ON CORPORATE GOVERNANCE
best of their knowledge and belief: To the Members of
1. These statements do not contain any materially untrue Nagarjuna Oil Refinery Limited
statement or omit any material fact or contain statements We have examined the compliance of conditions of Corporate
that might be misleading; Governance by Nagarjuna Oil Refinery Limited for the year ended
2. These statements together present a true and fair view of on 31 st March, 2017, as stipulated in Securities and
the listed entity's affairs and are in compliance with existing Exchange Board of India (Listing Obligations And Disclosure
accounting standards, applicable laws and regulations. Requirements) Regulations, 2015 of the said Company.
B. There are, to the best of our knowledge and belief, no The Compliance of conditions of Corporate Governance is
transactions entered into by the listed entity during the year the responsibility of the Management. Our examination has
been in the manner described in the Guidance Note on
which are fraudulent, illegal or violative of the listed entity's
Certification of Corporate Governance issued by the Institute
code of conduct.
of Company Secretaries of India and has been limited to a
C. We accept responsibility for establishing and maintaining review of the procedures and implementation thereof
internal controls for financial reporting and that we have adopted by the company for ensuring compliance with the
evaluated the effectiveness of internal control systems of the conditions of Corporate Governance as stipulated in the said
listed entity pertaining to financial reporting and we have Clause. It is neither an audit nor an expression of opinion
disclosed to the auditors and the audit committee, deficiencies on the financial Statements of the Company.
in the design or operation of such internal controls, if any, of In our opinion and to the best of our information and
which they are aware and the steps they have taken or propose according to the explanations given to us, and based on our
to take to rectify these deficiencies. reliance upon the representations made by the management
D. We have indicated to the auditors and the Audit committee that there were no transactions of material nature with the
1. significant changes in internal control over financial management or by relatives that may have potential conflict
reporting during the year; with the interest of the company at large, as stated under
Disclosures Column of the Company’s Report on Corporate
2. significant changes in accounting policies during the year Governance.
and that the same have been disclosed in the notes to the
financial statements; and instances of significant fraud of The Share Transfer Agent of the Company has certified the
number of complaints received from the investors and the
which they have become aware and the involvement
number of complaints resolved during the financial year and
therein, if any, of the management or an employee having
there are no complaints pending as at the year-end as stated
a significant role in the listed entity's internal control system
under Investor Grievance Redressal Column of the Company’s
over financial reporting.
Report on Corporate Governance.
Hyderabad K. Soma Raju A. Sudhakara Rao We certify that the company has complied in all material
May 26, 2017 Manager Chief Financial Officer respects with the conditions of Corporate Governance as
stipulated in the Erstwhile Listing Agreement and Securities
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND and Exchange Board of India (Listing Obligations and
SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT Disclosures Requirements Regulations, 2015).
AND ETHICS We further state that such compliance is neither an assurance
This is to inform you that the Company has adopted a Code of Conduct as to the future viability of the Company nor the efficiency or
and Ethics applicable to all the Members of the Board of Directors effectiveness with which the management has conducted
and Senior Management Personnel of the Company. The details of the affairs of the company.
For KBG Associates
the Code of Conduct and Ethics are available at the Company's Company Secretaries
website at www.norl.co.in.
I confirm that the Company has in respect of the financial year ended (Srikrishna S Chintalapati)
March 31, 2017 received from all the Members of the Board of Hyderabad Partner
Directors and all the Senior Management Personnel of the Company May 26, 2017 CP # 6262
28
NAGARJUNA OIL REFINERY LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS refinery project at Cuddalore, Tamilnadu 180 km south of
Indian Economic Scenario Chennai on the Bay of Bengal.
India Economy has emerged as the fastest-growing economy The state-of-the-art project will refine 6 million metric tonnes
of crude petroleum per year (MMTPA) in Phase-I, which will
in the world during the year 2016-17 with a projected real GDP
primarily meet the growing energy needs of southern India.
growth of 6.75% to 7.5% in 2017-2018 financial year as per the
Economic Survey 2017. It is the single largest private sector investment in Tamil Nadu
and declared as anchor unit for the proposed Petroleum
The demonetization drive of the Government of India has
Chemical & Petrochemical Investment Region (PCPIR) in Tamil
slowed down the economy during Q3 of 2016 but is expected
Nadu. The project includes infrastructure facilities that provide
in the long run to help in, revival of investment opportunities,
scope for further expansion of refining capacity by an
providing fillip to infrastructure and the manufacturing sector,
additional 9 MMTPA in phase II.
reduction of interest rates and lowering income tax rates and
promote a more transparent economy. Threats and concerns
The Indian economy during the year is characterized by The implementation of oil refinery project was impacted by
relatively lower inflation, fiscal discipline and the efforts of cyclone 'Thane'. The physical completion of the Project as on
date is 58%. The company perceives non-receipt of further
the government towards infrastructure investments, public-
funds from various stakeholders as a major concern and a
private partnerships, and the implementation of domestic
threat to the existence of the Project which in turn will impact
reforms such as the introduction of the Goods and Services the company's investment.
Tax (GST) Bill".
The identifying of Investor for bringing funds and taking
GST will promote investment, lower transaction and logistic forward the Refinery Project has been a major concern.
costs and increase efficiency gains.
However, there is continuing efforts for identifying new
Oil and Gas Sector investors to take the project forward.
International Perspective Outlook/ Future plans
Global oil and gas industry is on the recovery path which is The future for refinery sector is conducive for investment with
expected to strengthen in 2017. The year 2017 may be favourable government policy and a stable business
characterized as "slow road back." with Organization of environment.
Petroleum Exporting Countries (OPEC) decision to cut Internal control and Risk management
production, which would help accelerate the drawdown of Your company has adequate internal control systems in place
global oil inventories and support falling crude oil prices. commensurate with the size of the company. Your company
Oil price is predicted to be in the reasonable zone of $55-60 has a structured internal audit and risk management
per barrel, which would reduce stress on Exploration and framework which encompasses the entire operations of the
company.
Production sector.
The company has a web based legal compliance management
Indian Perspective
system to monitor compliance of the various laws applicable
The slump in oil price has proved beneficial to the Indian to the company.
economy and downstream companies strengthening their Financial performance
financial position. The Government of India's strategic
The Profit/Loss after tax for the year was Rs. 23,988.87 Lakhs
decisions and policy reforms in the petroleum sector are
against Profit/loss after tax of Rs. 331.51 Lakhs for the
poised to bring positive results starting 2017. previous year.
All segments of petroleum sector namely: upstream, mid- The main contributors to the loss was on exceptional item
stream and downstream are expected to attract higher representing a provision of Rs.23,622 lakhs towards
investments. Improvements in the areas of oil & gas diminution in the value of investment in Nagarjuna Oil
production, LNG infrastructure, pipeline network, and CGD Corporation Limited (NOCL) in addition to Rs.40,000 Lakhs
network would be seen in 2017. provided in the year 2014-15, considering the delay in
induction of partner and consequently, achieving financial
The Government of India's drive for cashless society would closure for re-assessed cost of project.
have bigger impact on petroleum sector. The petroleum retail
Human Resources / Industrial Relations:
outlets are going to play a critical role to make cashless society
Your company has significant cooperation from its Associates
a reality.
in the business operations and has harmonious industrial
Company's strengths and opportunities relations.
Your company has controlling interest in Nagarjuna Oil
Corporation Limited (NOCL) which is setting up a 6 MMTPA
29
NAGARJUNA OIL REFINERY LIMITED
30
NAGARJUNA OIL REFINERY LIMITED
31
NAGARJUNA OIL REFINERY LIMITED
financial statements, whether due to fraud or error. Re: Nagarjuna Oil Refinery Limited
We believe that the audit evidence we have obtained is ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT
sufficient and appropriate to provide a basis for our audit (Referred to in paragraph 2 under ‘Report on Other Legal and
opinion on the Company’s internal financial controls system Regulatory Requirements’ section of our report of even date)
over financial reporting.
(i) In respect of its fixed assets:
Meaning of Internal Financial Controls over Financial Reporting
(a) The Company has maintained proper records
A Company’s internal financial control over financial reporting showing full particulars, including quantitative
is a process designed to provide reasonable assurance
details and situation of its fixed assets.
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes (b) According to the information and explanation given
in accordance with generally accepted accounting principles. to us, the fixed assets have been physically verified
A company’s internal financial control over financial reporting by the Management during the year. In our opinion,
includes those policies and procedures that - the frequency of verification is reasonable having
(1) pertain to the maintenance of records that, in reasonable regard to the size of the Company and the nature
detail, accurately and fairly reflect the transactions and of the assets. According to the information and
dispositions of the assets of the Company; explanations given to us, no discrepancies were
(2) provide reasonable assurance that transactions are noticed on such verification.
recorded as necessary to permit preparation of financial (c) According to the information and explanations
statements in accordance with generally accepted furnished to us, and based on our review, title
accounting principles, and that receipts and expenditures deeds of its immovable properties are in the name
of the Company are being made only in accordance with
of the Company.
authorisations of management and directors of the
Company; and (ii) As the Company has no inventory, reporting under
paragraph 3(ii) of the Order does not arise.
(3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or (iii) According to the information and explanations given to
disposition of the company’s assets that could have a us, the Company has not granted any loans, secured or
material effect on the financial statements. unsecured, to companies, firms, Limited Liability
Inherent Limitations of Internal Financial Controls Over Financial Partnerships or other parties covered in the Register
Reporting maintained under Section 189 of the Companies Act,
Because of the inherent limitations of internal financial 2013. Accordingly, reporting under clauses (a), (b) and
controls over financial reporting, including the possibility of (c) of paragraph 3(iii) of the Order does not arise.
collusion or improper management override of controls, (iv) According to the information and explanations
material misstatements due to error or fraud may occur and furnished to us, the Company has not granted any loans,
not be detected. Also, projections of any evaluation of the nor made any investments or given any guarantees or
internal financial controls over financial reporting to future securities during the year to any of the parties specified
periods are subject to the risk that the internal financial
in Sections 185 and 186 of the Companies Act, 2013.
control over financial reporting may become inadequate
Hence, reporting under provisions of paragraph 3(iv) of
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. the Order does not arise.
Opinion (v) In our opinion and according to the information and
explanations given to us, the Company has not accepted
In our opinion, the Company has, in all material respects, an
any deposits. Accordingly, reporting under provisions
adequate internal financial controls system over financial
reporting and such internal financial controls over financial of paragraph 3(v) of the Order does not arise.
reporting were operating effectively as at March 31, 2017, (vi) In our opinion and according to the information and
based on the internal control over financial reporting criteria explanations given to us, the Central Government has
established by the Company considering the essential not prescribed maintenance of cost records under
components of internal control stated in the Guidance Note Section 148(1) of the Companies Act, 2013 for the
on Audit of Internal Financial Controls Over Financial activities of the Company.
Reporting issued by the Institute of Chartered Accountants
(vii) According to the information and explanations given to
of India.
us, in respect of statutory dues:
for M. Bhaskara Rao & Co
Chartered Accountants (a) The Company has been generally regular in
Firm Registration No. 000459S depositing undisputed statutory dues, including
Provident Fund, Employees’ State Insurance,
D. Bapu Raghavendra Income-tax, Sales Tax, Wealth Tax, Service Tax,
Hyderabad, Partner Customs Duty, Excise Duty, Value Added Tax, Cess
May 26, 2017 Membership No.213274
32
NAGARJUNA OIL REFINERY LIMITED
and other material statutory dues applicable to it of its subsidiary companies or persons connected with
with the appropriate authorities , and there were such directors, for a consideration other than cash,
no amounts payable in respect of the aforesaid during the year under report.
undisputed statutory dues in arrears, as at March (xvi) According to the information and explanations
31, 2017, for a period of more than six months from furnished to us, the Company submitted its application
the date they became payable. for registration under Section 45-IA of the Reserve Bank
(b) There were no amounts payable in respect of of India Act 1934 which is pending clearance by Reserve
Provident Fund, Employees’ State Insurance, Sales Bank of India.
Tax, Income-tax, Wealth Tax, Service Tax, Customs for M. Bhaskara Rao & Co
Duty, Excise Duty, Value Added Tax, Cess and other Chartered Accountants
material statutory dues as at March 31, 2017 which Firm Registration No. 000459S
have not been deposited on account of dispute.
(viii) According to the information and explanations given to D. Bapu Raghavendra
us, the Company has not availed any loans from Hyderabad, Partner
financial institutions, banks, government or from May 26, 2017 Membership No. 213274
debenture holders. Accordingly, reporting under
provisions of paragraph 3(viii) of the Order does not
arise.
(ix) According to the information and explanations
furnished to us, the Company has, during the year under
report, not raised any monies through initial public
offer or further public offer of any of its securities or
term loans. Hence, reporting under provisions of
paragraph 3(ix) of the Order does not arise.
(x) According to the information and explanations
furnished to us, no fraud by the Company, nor any fraud
on the Company by any of its officers or its employees
has been noticed or reported during the year under
report.
(xi) According to the information and explanations
furnished to us by the Company, the Company has,
during the year under report, paid / provided for
managerial remuneration in accordance with Section
197 read with Schedule V of the Companies Act 2013.
(xii) In our opinion, reporting requirement under Paragraph
3(xii) of the order does not arise since, according to the
information and explanations furnished to us, the
Company is not a Nidhi Company
(xiii) According to the information and explanations
furnished to us, the transactions entered into by the
Company with its related parties are in compliance with
the requirements of the provisions of Sections 177 and
188 of the provisions of the Companies Act 2013.
(xiv) According to the information and explanations
furnished to us, the Company has not made any
preferential allotment or private placement of its
shares or fully or partly convertible debentures during
the year under report.
(xv) According to the information and explanations
furnished to us, the Company has not entered into any
agreements for acquisition of assets from or for
transferring its assets to its directors, or the directors
33
NAGARJUNA OIL REFINERY LIMITED
Non-Current Liabilities
(a) Long-Term Borrowings 5 1,484.80 1,118.80
(b) Long-Term Provisions 6 11.63 1,496.43 8.29 1,127.09
Current Liabilities
(a) Short Term Borrowings 7 100.00 100.00
(b) Trade Payables 8
(A) Micro, Small, Medium Enterprises
(MSMEs) - -
(B) Other than MSMEs 3.73 3.21
(c) Other Current Liabilities 9 40.04 41.22
(d) Short Term Provisions 6 6.00 149.77 10.52 154.95
Total 14,118.61 37,743.32
II. ASSETS
Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets 10 118.21 120.31
(b) Non-Current Investments 11 14,000.00 14,118.21 37,622.00 37,742.31
Current Assets
(a) Cash and Cash Equivalents 12 0.02 0.53
(b) Short-Term Loans and Advances 13 0.38 0.33
(c) Other Current Assets 14 - 0.40 0.15 1.01
Total 14,118.61 37,743.32
for M. Bhaskara Rao & Co., K.S. Raju Chandra Pal Singh Yadav
Chartered Accountants Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors
Hyderabad
May 26, 2017
34
NAGARJUNA OIL REFINERY LIMITED
Statement of Profit and Loss for the year ended March 31, 2017
` in Lakhs
Particula Note 2016-17 2015-16
Income
Revenue from Operations - -
Other Income 15 0.36 1.54
Total 0.36 1.54
Expenses
Employee Benefits Expense 16 157.39 150.94
Finance Cost 18 12.09 12.01
Depreciation and Amortization 10 2.10 2.12
Other Expenses 19 195.65 167.98
for M. Bhaskara Rao & Co., K.S. Raju Chandra Pal Singh Yadav
Chartered Accountants Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors
Hyderabad
May 26, 2017
35
NAGARJUNA OIL REFINERY LIMITED
Cash Flow Statement for the year ended March 31, 2017
` in Lakhs
Particulars 2016-17 2015-16
for M. Bhaskara Rao & Co., K.S. Raju Chandra Pal Singh Yadav
Chartered Accountants Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors
Hyderabad
May 26, 2017
36
NAGARJUNA OIL REFINERY LIMITED
Notes to Financial Statements for the year ended March 31, 2017
1. Corporate Information: Depreciation on tangible fixed assets has been provided on the
Nagarjuna Oil Refinery Limited ("the Company") was straight line method as per the useful life prescribed in Schedule
incorporated on November 16, 2010 as a public limited company, II to the Companies Act, 2013.
primarily engaged in the business of promoting, conceiving, Where the cost of a part of an asset is significant to the total cost
planning, coordinating, executing and monitoring setting up of of that asset and its useful life is determined to be different
any business projects relating to extraction of oil by any means from the useful life of the remaining asset, depreciation on such
within India and / or elsewhere in the world, either directly or part is computed in accordance with its respective useful life.
through one or more special purpose vehicles and to enter into 2.5. Impairment of Assets:
partnership, agreements, raise funds in order to carry out any The Company assesses at each balance sheet date whether there
one or more of the aforementioned activities. In terms of the is any indication that an asset may be impaired. If any such
Composite Scheme of Arrangement and Amalgamation of indication exists, the Company estimates the recoverable
Nagarjuna Fertilizers and Chemicals Limited, Kakinada Fertilizers amount of the asset. If such recoverable amount of the asset or
and Chemicals Limited, iKisan Limited and Nagarjuna Oil Refinery the recoverable amount of the cash generating unit to which the
Limited, the Company took over all the assets pertaining to the asset belongs is less than its carrying amount, the carrying amount
oil business undertaking of erstwhile NFCL w.e.f April 1, 2011. is reduced to its recoverable amount. The reduction is treated as
The accounting policies adopted in the preparation of financial an impairment loss and is recognised in the Statement of Profit
statements are consistent with those of the preceding year. and Loss. If at the balance sheet date there is an indication that
2. Significant Accounting Policies: if a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at
2.1. Basis of accounting and preparation of financial statement the recoverable amount subject to a maximum of depreciated
The financial statements of the Company have been prepared in historical cost.
accordance with the Generally Accepted Accounting Principles 2.6. Investments:
in India (“Indian GAAP”) to comply with the Accounting Standards
specified under Section 133 of Companies Act, 2013, read with Investments are classified as Non-Current and Current. Long term
Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant Investments are carried at cost less provision for other than
provisions of the Companies Act, 2013 (“the 2013 Act”) / temporary diminution, if any, in value of such investments.
Companies Act, 1956 (“the 1956 Act”), as applicable. The financial Current investments are carried at lower of cost and fair value.
statements have been prepared on accrual basis under historical 2.7. Foreign currency transactions:
cost convention. Foreign currency transactions are accounted at the exchange
The accounting policies adopted in the preparation of financial rates prevailing on the date of transaction. Gains and losses
statements are consistent with those of the preceding year. resulting from settlement of such transactions are recognised in
the Statement of Profit and Loss.
2.2. Use of Estimates:
Liabilities related to foreign currency transactions incurred to
The preparation of financial statements in conformity with Indian acquire fixed assets remaining unsettled at the end of the year
GAAP requires the management to make estimates and are translated at year end rates. The difference arising on such
assumptions that affect the reported amount of assets and translation and realized gain or loss is adjusted to the cost of
liabilities (including contingent liabilities) and the reported respective fixed asset.
income and expenses during the year. The management believes
that the estimates used in preparation of the financial statements Monetary assets and liabilities related to foreign currency
are prudent and reasonable. Future results could differ due to transactions remaining unsettled at the end of the year are
these estimates and the differences between the actual results translated at year end rates. The difference in translation of
and the estimates are recognised in the periods in which the monetary assets and liabilities and realized gain and loss on
results are known / materialise. foreign currency transactions are recognised in the Statement
of Profit and Loss.
2.3. Fixed Assets:
Fixed assets are carried at cost of acquisition or construction less Premium or discount arising on forward exchange contracts is
accumulated depreciation and impairment losses, if any. The recognized in the Statement of Profit and Loss.
cost of fixed assets includes non-refundable taxes, duties, freight 2.8. Borrowing Costs
and other incidental expenses related to the acquisition and Borrowing costs that are attributable to the acquisition or
installation of the respective assets. Borrowing costs directly construction of qualifying assets are capitalised as part of the
attributable to acquisition or construction of fixed assets which cost of such assets. A qualifying asset is one that necessarily
necessarily take substantial period of time to get ready for their takes substantial period of time i.e. more than twelve months
intended use are capitalised. to get ready for its intended use. All other borrowing costs are
2.4. Depreciation: charged to the Statement of Profit and Loss.
Depreciable amount for assets is the cost of an asset, or other 2.9. Employee Benefits:
amount substituted for cost less its estimated residual value.
Liability for employee benefits, both short and long term, for
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NAGARJUNA OIL REFINERY LIMITED
present and past services which are due as per the terms of 2.11.2. Deferred Tax: Deferred tax is recognised on timing
employment are recorded in accordance with Accounting differences, being the differences between the taxable income
Standard (AS) 15 “ Employee Benefits”. and the accounting income that originate in one period and are
capable of reversal in one or more subsequent periods. Deferred
2.9.1. Gratuity: In accordance with the Payment of Gratuity Act,
tax is measured using the tax rates and the tax laws, enacted or
1972 the Company provides for gratuity covering eligible substantially enacted as at the reporting date. Deferred tax
Employees. Liability on account of gratuity is covered by a policy liabilities are recognised for all timing differences. Deferred tax
with Life Insurance Corporation (LIC) of India and the annual assets in respect of unabsorbed depreciation and carried forward
contributions are paid / provided in accordance with the scheme. losses under the Tax Laws are recognised only if there is virtual
2.9.2. Superannuation: The Company makes monthly certainty supported by convincing evidence that there will be
contribution to an approved superannuation fund covered by a sufficient future taxable income available to realise such
policy with LIC of India. The Company has no further obligation assets. Deferred tax assets are recognised for timing differences
beyond the monthly contribution and is accounted on accrual of other items only to the extent that reasonable certainty exists
basis. that sufficient future taxable income will be available against
which these can be realised. Deferred tax assets are reviewed at
2.9.3. Compensated Absences: Liability for compensated absence each Balance Sheet date for their realisability.
is provided on the basis of valuation by an independent actuary
2.12. Contingencies:
as at the year end.
The Company recognises provisions when there is present
2.9.4. Provident Fund: The Company’s contribution towards obligation as a result of past event and it is probable that there
provident fund, administered and managed by an approved will be an outflow of resources and reliable estimate can be
trust, is charged to the Statement of Profit and Loss on accrual made of the amount of the obligation. A disclosure for Contingent
basis. liabilities is made when there is a possible obligation or present
2.10. Earnings Per Share : Basic earnings per equity share is obligations that may, but probably will not, require an outflow
computed by dividing the net profit for the year attributable to of resources. Contingent assets are neither recognised nor
the Equity Shareholders by the weighted average number of disclosed in the financial statements.
equity shares outstanding during the year. Diluted earnings per 2.13. Cash Flow Statement : Cash flows are reported using the
share is computed by dividing the net profit for the year, adjusted indirect method, whereby profit / (loss) before extraordinary
for the effects of dilutive potential equity shares, attributable items and tax is adjusted for the effects of transactions of non-
to the Equity Shareholders by the weighted average number of cash nature and any deferrals or accruals of past or future cash
the equity shares and dilutive potential equity shares outstanding receipts or payments. The cash flows from operating, investing
during the year except where the results are anti-dilutive. and financing activities of the Company are segregated based
on the available information.“Cash comprises cash on hand and
2.11. Taxes: demand deposits with banks. Cash equivalents are short-term
2.11.1. Current Tax: Provision for current tax is made based on balances (with an original maturity of three months or less from
the taxable income computed for the year under the Income Tax the date of acquisition), highly liquid investments that are
Act, 1961. readily convertible into known amounts of cash and which are
subject to insignificant risk of changes in value.
3. Share Capital
Particulars March 31, 2017 March 31, 2016
No. of Shares ` in Lakhs No. of Shares ` in Lakhs
Authorised
Equity Shares of ` 1/- each 50,00,00,000 5,000.00 50,00,00,000 5,000.00
Issued, Subscribed and Fully Paid Up
Equity Shares of ` 1/- each 42,81,81,821 4,281.82 42,81,81,821 4,281.82
3.1 Reconciliation of the Number of shares outstanding at the beginning and at the end of the reporting year.
March 31, 2017 March 31, 2016
Particulars
No. of Shares ` in Lakhs No. of Shares ` in Lakhs
Equity Shares of ` 1/- each
Balance at the beginning of the year 42,81,81,821 4,281.82 42,81,81,821 4,281.82
Add: 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
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
7. Short Term Borrowings (Unsecured) ` in Lakhs Sl. Particulars March 31, March 31,
Particulars March 31, 2017 March 31, 2016 No. 2017 2016
Term Loans from Others 100.00 100.00 A Principal amount remaining unpaid Nil Nil
(Refer Note 7.1)
B Interest due thereon Nil Nil
100.00 100.00 C Interest paid by the Company in Nil Nil
terms of Section 16 of Micro, Small
7.1. Represents amount borrowed from a body corporate and Medium Enterprises
and is repayable in one bullet repayment at the end Development Act, 2006, along with
of the tenure i.e., October 18, 2015. The loan carries an the amount of the payment made
interest rate 12% p.a. As at the year end, the Company to the supplier beyond the
has defaulted in repayment of Principal of ` 100.00 appointed day during the year.
Lakhs for 531 days (Previous year ` 100.00 Lakhs for 166
days) and payment of interest of ` 2.69 Lakhs, ` 2.72 D Interest due and payable for the Nil Nil
Lakhs, ` 2.71 Lakhs, ` 2.17 Lakhs, ` 2.69 Lakhs, ` 2.72 period of delay in making payment
Lakhs and ` 2.72 lakhs for a period of 623 days, 531 (which have been paid but beyond
the appointed day during the year)
days, 439 days, 364 days, 273 days, 181 days and 89
but without adding the interest
days respectively. (Previous year ` 2.69 Lakhs, ` 2.72
specified under Micro, Small and
Lakhs and ` 2.71 Lakhs for a period of 258 days, 166
Medium Enterprises Development
days and 74 days respectively). Act, 2006.
8. Trade Payables (Refer Note 8.1) ` in Lakhs E Interest accrued and remaining Nil Nil
unpaid
Particulars March 31, 2017 March 31, 2016
F Further Interest remaining due and Nil Nil
Trade Payables-Other than Acceptances payable even in the succeeding
(A) Micro, Small, Medium Enterprises - - years, until such date when the
(MSMEs) interest dues as above are actually
paid to the small enterprise.
(B) Other than MSMEs 3.73 3.21
Total 3.73 3.21
9. Other Current Liabilities ` in Lakhs
8.1. Disclosures required under Section 22 of the Micro, Small
Particulars March 31, 2017 March 31, 2016
and Medium Enterprises Development Act, 2006.
Trade payable other than acceptances include certain Interest accrued and due on 21.09 10.27
dues to Micro and Small Enterprises, under the Micro, short term borrowings
Small and Medium Enterprises Development Act, 2006 Statutory Payables 5.29 5.12
that have been determined based on the information Others Payables 13.66 25.83
available with the company and the required
disclosures are given below: Total 40.04 41.22
10. Fixed Assets ` in Lakhs
Particulars Gross Block (at cost) Depreciation Net Block
As At Additions As At Upto For the Upto As at As at
March 31, March 31, March 31, year March 31, March 31, March 31,
2016 2017 2016 2017 2017 2016
Tangible Assets
Buildings 139.28 - 139.28 19.85 2.04 21.89 117.39 119.43
Furniture, Fixtures and 2.93 - 2.93 2.67 0.06 2.73 0.20 0.26
Office Equipment
Vehicles 12.37 - 12.37 11.75 - 11.75 0.62 0.62
Total 154.58 - 154.58 34.27 2.10 36.37 118.21 120.31
Previous Year 154.58 - 154.58 32.15 2.12 34.27 120.31 122.43
11. Non Current Investments - (Unquoted - at Cost)
March 31, 2017 March 31, 2016
Particulars
No. of Shares ` in Lakhs No. of Shares ` in Lakhs
Long Term - Trade
In Associates
In Equity Shares of ` 10/- each fully paid up
Nagarjuna 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 63,622.00 40,000.00
(Refer Note 11.1)
14,000.00 37,622.00
Aggregate cost of Unquoted Shares - 77,622.00 - 77,622.00
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NAGARJUNA OIL REFINERY LIMITED
11.1. The Project undertaken by Nagarjuna Oil Corporation 15. Other Income ` in Lakhs
Limited (NOCL) is in Construction Stage. Project construction was Particulars 2016-17 2015-16
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 Interest Income from banks and others 0.01 1.54
Cyclone’. Gain on foreign currency transactions 0.35 -
Total 0.36 1.54
NOCL’s management's efforts to induct strategic investor/s have 16. Employee Benefits Expense
continued during the current year, and while the financial closure Salaries and Wages 140.72 123.66
is yet to be achieved, meaningful discussions are going on with Contribution to Provident & Other Funds 15.61 26.81
good prospective investors, which may culminate in the financial Staff Welfare Expenses 1.06 0.47
closure being achieved soon.
Total 157.39 150.94
Considering the delay in the induction of partner and
consequently achieving Financial Closure for re-assessed project 17. The disclosure required under Accounting Standard 15
cost, the management, as a prudent measure estimated and “Employee Benefits”
made an additioinal provision of ` 23,622.00 lakhs during the Defined Contribution Plans
year towards diminition in the values of Company’s investment The Company makes Provident Fund and Superannuation
in Nagarjuna Oil Corporation Limited (NOCL) in addition to Fund contribution to defined contribution retirement
` 40,000.00 lakhs provided in the year 2014-15. benefit plans for qualifying employees including whole
time directors. Under the schemes the Company is required
Based on the progress made by NOCL in tying up of equity and to contribute a specified percentage of the payroll costs
financial closure, additional provision, if any, will be made as to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment
and when considered necessary. of interest at rates notified by the Central Government
from time to time, for which shortfall if any, shall be
12. Cash and Cash Equivalents ` in Lakhs provided for.
Particulars March 31, March 31, Contribution to these Defined Contribution Plans, charged
2017 2016 off during the year are as under: ` in Lakhs
Balance with Banks: Particulars 2016-17 2015-16
in Current accounts 0.02 0.53
Employer’s contribution to 5.59 4.74
0.02 0.53 Provident Fund
12.1. Specified Bank Notes Disclosure (SBN’S) Employer’s contribution to 3.05 2.75
During the year, the Company had specified bank notes or Superannuation Fund
other denomination note as defined in the MCA Employer’s contribution to 0.68 0.64
notification G.S.R. 308(E) dated March 31, 2017. Details of Pension Scheme
Specified Bank Notes (SBN) and Other Denomination Notes
(ODN) held and transacted during the period from November 8, Defined Benefit Plans
2016 to December, 30 2016, are given below: The employees’ gratuity fund scheme managed by Life Insurance
` in Lakhs Corporation of India (LIC) is a defined benefit plan. The present
value of obligation is determined based on actuarial valuation
Particulars SBNs ODNs Total
using the Projected Unit Credit Method, which recognizes each
Closing cash as on period of service as giving rise to additional unit of employee
November 8, 2016 0.10 - 0.10 benefit entitlement and measures each unit separately to build
(+) Permitted receipts - 0.24 0.24 up the final obligation. The obligations and contribution to the
Scheme are routed through Nagarjuna Employees Gratuity Trust
(-) Permitted payments - 0.24 0.24 which is monitoring the gratuity scheme through LIC. The
(-) Amount deposited 0.10 - 0.10 Company has contributed ` 7.22 Lakhs to the scheme during
in Banks the year (Previous Year ` 1.35 Lakhs)
a. Reconciliation of opening and closing balance of Defined
Closing cash on hand as - - -
Benefit Obligation
on December 30, 2016
Gratuity ` in Lakhs
13. Short Term Loans and Advances (Unsecured) ` in Lakhs Particulars March 31, March 31,
Particulars March 31, March 31, 2017 2016
2017 2016 Defined Benefit obligation at 14.11 2.03
Advances recoverable in cash or kind 0.02 - beginning of the year
Postal Deposit 0.29 0.33 Current Service Cost 1.10 0.14
Prepaid Expenditure 0.07 - Interest Cost 1.05 0.16
Actuarial (gain)/loss 0.48 11.78
Total 0.38 0.33 Past service cost - -
14. Other Current Assets Benefits paid - -
TDS receivable - 0.15 Defined Benefit Obligation at the 16.74 14.11
Total - 0.15 end of the year
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NAGARJUNA OIL REFINERY LIMITED
b. Reconciliation of opening and closing balances of fair value 19. Other Expenses ` in Lakhs
of plan assets ` in Lakhs Particulars 2016-17 2015-16
Particulars March 31, March 31, Rates and Taxes 0.46 0.46
2017 2016 Legal, Secretarial & other Consultancy 45.13 42.92
Fair value of plan assets at 3.81 2.46 Professional and Consultancy 71.34 63.51
beginning of the year Advertisement and Publicity 1.01 1.81
Expected return on plan assets - - Electricity 0.16 0.12
Actuarial gain/(loss) - - Postage and Telephone 32.33 35.35
Office Maintenance 0.69 0.41
Employer contribution 7.22 1.35
Insurance 15.09 0.09
Benefits paid - - Travelling and Conveyance 2.36 4.03
Fair value of plan assets at year end 11.03 3.81 Printing and Stationery 19.81 14.53
Directors Sitting Fees 1.49 1.88
c. Reconciliation of fair value of assets and obligations
` in Lakhs Auditors' Remuneration 0.98 0.97
(Refer Note 20)
Particulars March 31, March 31, Bank Charges 0.16 0.09
2017 2016 Meeting expenses 3.84 1.44
Fair value of plan assets 11.03 3.81 Miscellaneous 0.80 0.37
Total 195.65 167.98
Present value of obligation 16.74 14.11
19.1. Expenditure in Foreign Currecy ` in Lakhs
d. Expenses recognized during the year under the head Particulars 2016-17 2015-16
“Employee benefits expense" ` in Lakhs
Professional & Consultancy Fee 55.25 -
Particulars 2016-17 2015-16 Total 55.25 -
Current service Cost 1.10 0.14
20. Auditor's Remuneration ` in Lakhs
Interest Cost 1.05 0.16
Particulars 2016-17 2015-16
Expected return on plan assets - -
Actuarial (gain)/loss 0.48 11.78 Fees Towards
Past Service Cost - - Statutory Audit 0.57 0.57
Limited Review 0.35 0.34
Net cost 2.63 12.08
Other Certifications 0.06 0.06
e. Investment Details Total 0.98 0.97
Particulars March 31, March 31, Above fee is inclusive of Service Tax ` 0.13 Lakhs (Previous Year ` 0.12 Lakhs)
2017 2016
21. Contingent Liabilities and Commitments (Not provided for):
L.I.C. Group Gratuity 100% 100%
(Cash Accumulation) Policy 21.1. Contingent liabilities not provided for: Nil
Amount (` In Lakhs) 11.03 3.81 21.2. Commitments:
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NAGARJUNA OIL REFINERY LIMITED
22. Related party transactions (Disclosures as required by "AS-18 Related Party Disclosures")
Names of related parties and description of relationship.
Associates
i . Nagarjuna Oil Corporation Limited
Key Management Personnel
i . Mr. K.S. Raju, Chairman
i i . Mr. K. Soma Raju, Manager
Relatives of Key Management Personnel
i . Mr. K. Rahul Raju, Director, Son of Mr. K S Raju
Enterprises under Significant influence of Key Management personnel or their relatives
i . Nagarjuna Fertilizers and Chemicals Limited
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NAGARJUNA OIL REFINERY LIMITED
24 Tax Expense:
i) Provision for current tax does not arise since the company has no taxable profits.
ii) Deferred Tax asset (Net): Deferred tax asset is not recognised on account of unabsorbed depreciation and unabsorbed Business
Loss as a measure of prudence.
25. Balances in the accounts of various parties appearing in these statements are subject to confirmations and reconciliations.
26. The figures for the previous year have been restated / regrouped, wherever necessary, to conform to current year classification.
44
NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
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NAGARJUNA OIL REFINERY LIMITED
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
as set out in the notice by sending the duly filled and signed Ballot/ Poll 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 029so as to reach him on or before
close of business hours (i.e. 5.00 PM) of December 25, 2017)
I/ We hereby exercise my/ our vote in respect of Ordinary/Special Resolution enumerated below by recording my/ our assent or dissent to
the said resolution by placing tick () mark at the appropriate box below :
Place :
Date (Signature of the shareholder)
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 copy of the resolution indicating the authorization.
4. Duly completed Ballot Form should reach the Scrutinizer not later than 5.00 PM on December 25, 2017, Monday, at address
mentioned in Point No.1 above.
47
NAGARJUNA OIL REFINERY LIMITED
48
NAGARJUNA OIL REFINERY LIMITED
ADMISSION SLIP
Folio No. /DP ID & Client ID_______________________________________________ Shares Held ______________________________
Please tick whether Member / Joint holder / Proxy Member's or Proxy's Signature _________________________________________
Note: Shareholder / Proxy must bring the Admission Slip to the Meeting and hand it over at the entrance duly signed.
PROXY FORM
[Pursuant to section 105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN : L23200AP2010PLC071242
Name of the Company : Nagarjuna Oil Refinery Limited
Registered Office : D.No.8 -2-248, Nagarjuna Hills, Punjagutta, Hyderabad - 500082
Name of the member(s):
Registered Address :
Email Id:
Folio No./Client ID
DP 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 : ______________
Email Id : ______________
Signature : _____________ or failing him
3. Name : ______________
Address : ______________
Email Id : ______________
Signature : _____________ or failing him
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 7th Annual General Meeting of the Company, to be held
on Tuesday, 26th day of December, 2017 at 3.00 PM at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 073
and at any adjournment thereof in respect of such resolution as are indicated below :
Ordinary Business
1. Adoption of Financial Statements for the year ended March 31, 2017 and the Directors Report and Auditors Report thereon
2. Appointment of Mr. K Rahul Raju (DIN No. 00015990), who retires by rotation.
3. Ratification of the appointment of M/s. M Bhaskara Rao & Co as Statutory Auditors of the Company for the Financial Year 2017-18.
4. Re-appointment of Mr. K Soma Raju as Manager for a period of three years with effect from August 31, 2017 and payment
of his remuneration.
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 Hours before the commencement of the Meeting.
✁
49