ANNUAL REPORT 2018-19 - Bharat PetroResourcesbharatpetroresources.com/images/files/JPDA A R...

ANNUAL REPORT 2018-19

1

Barnali Barua Tokhi

Board of Directors

Pankaj Kumar

Satheesh Kumar K.V.

Ajay Kumar V.

Vivek Maheshwari(w.e.f. 15.07.2019)

BHARAT PETRORESOURCES JPDA LIMITED

2

NOTICE TO THE MEMBERS

Notice is hereby given that the 12th Annual General Meeting of the members of Bharat PetroResources JPDA Limited will be held at 'E' wing, 09th Floor, Maker Towers, Cuffe Parade, Mumbai - 400 005 on Tuesday, 20 August 2019 at 11.30 hrs to transact the following Businesses:-

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31 March 2019, the reports of the Board of Directors and Statutory Auditors.

2. To appoint a Director in place of Smt. Barnali Barua Tokhi (DIN 07850177) who retires by rotation. Smt. Barnali Barua Tokhi, being eligible, offers herself for re-appointment.

SPECIAL BUSINESS

3. Appointment of Shri Vivek Vinodkumar Maheshwari (DIN 08510478) as Director

To consider and, if thought fit, to pass the following Resolution, with or withoutmodifications,asanOrdinaryResolution:

“RESOLVED that pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, Vivek Vinodkumar Maheshwari (DIN 08510478) who was appointed as Additional Director w.e.f. 15 July 2019 and in respect of whom the company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member, proposing his candidature fortheofficeofDirector,beandisherebyappointedasDirectoroftheCompany,liableto retire by rotation.”

Registered Office:Bharat Bhavan, 4 & 6 Currimbhoy Road,Ballard Estate, Mumbai - 400 001

ByOrderoftheBoardFor Bharat PetroResources JPDA Limited

Date: 4 July 2019Tel: 022-22713000 Fax: 022-22713874CINNoU23209MH2006GOI165279

Sd/- (Sarita Aggarwal)

Company Secretary (I/c)

Notes:-

A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies, in the alternative, to attend and vote instead of himself and such proxy need not be a Member. Proxies,inordertobeeffective,shouldbedulycompleted&affixedwiththerevenuestampandbedepositedattheRegisteredOfficeoftheCompanynotlessthan forty eight hours before commencement of the meeting. A person can act as proxy on behalfofthemembersnotexceedingfiftyandholdingintheaggregatenotmorethantenpercent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as proxy for any other person or shareholder.


3

Explanatory Statements pursuant to Section 102 of the Companies Act, 2013

Item No.3 Appointment of Shri Vivek Vinodkumar Maheshwari as Director

Shri Vivek Vinodkumar Maheshwari was appointed as Additional Director by the Board of Directors, under the provision of Articles 9 and 11 of the Articles of Association of the Company, read with Section 161(3) of the Companies Act, 2013 with effect from 15 July 2019.

Being,AdditionalDirector,ShriVivekVinodkumarMaheshwariholdsofficeuptothedateof the ensuing Annual General Meeting. The Company has received a notice, u/s 160 of the Companies Act, 2013 from a member, proposing his name as Director of the Company. His briefresumecontainingage,qualification,experienceetcisattached.

ShriVivekVinodkumarMaheshwari isnotdisqualifiedfrombeingappointedasDirectorin terms of the Section 164 of the Companies Act, 2013. He neither holds any share in the Company nor has any relationship with other Directors and Key Managerial Personnel of the Company.

Except Shri Vivek Vinodkumar Maheshwari, no other Director, Key Managerial Personnel or their relatives are interested in the Resolution.

The Directors recommend the Resolution at Item No 3 for the approval of the members of the Company.

Registered Office:Bharat Bhavan, 4 & 6 Currimbhoy Road,Ballard Estate, Mumbai - 400 001

ByOrderoftheBoardFor Bharat PetroResources JPDA Limited

Date: 4 July 2019Tel: 022-22713000 Fax: 022-22713874CINNoU23209MH2006GOI165279Place: Mumbai

Sd/- (Sarita Aggarwal)

Company Secretary (I/c)


4

Brief Resume of Directors seeking Appointment/Re-appointment at the 12th Annual General meeting

Name Smt. Barnali Barua Tokhi Shri Vivek VinodKumar Maheshwari

Date of Birth 31 August 1965 2 November 1977

Date of Appointment

30 June 2017 15 July 2019

Qualifications M.SC (Geology) C.A.

Experience in specific functional areas

Smt. Barnali Barua Tokhi has vast experience of over 31 years in explorationanddevelopmentfieldin the upstream oil and gas industry traversing across onland, offshore, deepwaters and shale gas regimes. Her skill sets include Seismic and petrophysical data interpretation and mapping, Reservoir analysis, Reserves Estimation and techno-economic assessment. Prior to joining BPRL she has worked with RIL as DGM/Principal Geoscientist in East Coast deepwaters and American shell gas plays, and in ONGC as development Geologistthe responsibilities included Resource estimation and FDP preparation for giant oil and gas fields.

Shri Vivek Vinodkumar Maheshwari is a member of ICAI and has vast experience of over 19 years various areas of finance including TreasuryManagement, Corporate Finance and Management Accounts, LNG Sale Purchase Agreements, etc

Directorships held in other Companies

Urja Bharat Pte Limited NIL

Memberships/Chairmanships of Audit Committee

Member-Audit Committee

Bharat PetroResources JPDA Limited

NIL

No. of Shares in held in the Company

10 NIL


5

DIRECTORS’ REPORTThe Directors present their 12thReportofBharatPetroResourcesJPDALimitedforthefinancialyear ended 31 March 2019:-

BACKGROUND AND BUSINESS ACTIVITIES OF THE COMPANY

Bharat PetroResources JPDA Limited (“the Company”) was incorporated as a wholly owned Subsidiary Company of Bharat PetroResources Limited (BPRL). The Company was formed as a Special Purpose Vehicle to hold 20% participating interest (PI) for undertaking the exploration activities in the Block JPDA 06-103 awarded to the consortium in the year 2006 by the Autoridade Nacional do Petroleo E Minerais (ANPM) of Timor Leste. The other consortium members are Videocon JPDA 06-103 Limited & GSPC JPDA Limited, both holding 20%PI,PanPacificPetroleum (JPDA06-103)PtyLimitedholding15%PI,OilexLimitedholding 10% PI and Japan Energy E&P JPDA Pty Limited holding 15% PI in the said block. OilexLimitedistheoperatoroftheblock.

Timor Leste Government has initiated arbitration proceedings against the Government of Australia to have the Certain Maritime Arrangements in Timor Sea (CMATS) Treaty declared void ab initio. The termination of CMATS results in automatic Termination of Timor Sea Treaty governing petroleum operations in the JPDA, and in effect the Production Sharing Contract (PSC).

In view of the uncertainty arising out of arbitration proceedings, the Joint Venture (JV) had submitted its request to ANPM for termination of PSC without claim or penalty. ANPM, however rejected Joint Venture’s claim and terminated the PSC with a demand of payment towards termination cost & damages. The JV, while accepting the termination, requested for negotiation for an amicable settlement on contractor’s liabilities upon termination. Despite various negotiations, no consensus could be reached upon by the parties.

InOctober2018,ANPMinitiatedArbitrationProceedingsagainsttheJVintheInternationalChamber of Commerce (ICC) under the provisions of PSC, and the Arbitration Proceedings are under progress. The final hearing of the Arbitration is now scheduled during February 2020.

TheRegulatorhasterminatedthePSCandthefinalsettlementpostArbitrationproceedingsis required to be carried out. Also considering that BPR JPDA was formed only for holding PIinthespecificblock,anddoesnothaveanyotherbusiness,thefinancialstatementsofBPRJPDA for the FY 2018-19 has been prepared on the basis other than going concern.

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS)notifiedunderSection133of theCompaniesAct,2013 (“Act”) readwithCompanies(Indian Accounting Standards) Rules, 2015; and the other relevant provisions of the Act and Rules thereunder. As on 31 March 2019, the Company has authorized and paid up share capital of Rs 60.00 crores. The amount of the unsecured loan was Rs. 40.07 crores. Further, the Company has incurred Rs. 71.67 Lakh expenditure during the year 2018-19. The Company has recorded current year loss of Rs. 240.06 Lakhs as on 31 March 2019.

The Comptroller and Auditor General of India (C&AG) has vide letter dated 14 June 2019, which is enclosed to the Directors’ Report as Annexure D, stated that they have decided not to conduct the supplementary audit of the Financial Statements of Bharat PetroResources JPDA Limited for the year ended 31 March 2019 under Section 143(6)(a) of the Act.


6

DIVIDEND

TheDirectorsdonotrecommendanydividendforthefinancialyearended31March2019.

FIXED DEPOSITS

TheCompanyhasnotacceptedanyFixedDepositsduringthefinancialyear2018-19.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any Loans, given guarantees or made any investments in terms of Section 186 of the Companies Act, 2013. Further, there were no contracts or arrangements made by the Company with related parties in terms of Section 188 of the Companies Act, 2013. During the year, no other company has become/ceased to be subsidiaries/joint venture/associate company of the company.

RISK MANAGEMENT AND FINANCIAL CONTROLS

TheCompanytakessuitablestepsrelatingtoriskmanagementandensuresadequatefinancialcontrols.

NUMBER OF MEETINGS OF THE BOARD

Therewere5meetingsoftheBoardheldduringthefinancialyear,thedetailsofwhicharegivenin the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is enclosed as Annexure A.

HUMAN RESOURCES AND EMPLOYEES PARTICULARS

There are no employees in the Company except the Directors on the Board who are nominees of holding company and are looking after the affairs of the Company. The Directors do not receive any remuneration from the Company. The Company, being a Government Company, the provisions of Section 134(3)(e) of the Companies Act, 2013, regarding the disclosure of details of company’s policy on Directors appointment and other matters under Section 178(3) are not applicable. Further, information in respect of remuneration of employees under Section 197 of the said act and information regarding annual evaluation of the Board under provisions of Section 134(3)(p) of the said Act, are not applicable as Company is a Government Company.

CITIZENS’ CHARTER, OFFICIAL LANGUAGE & FULFILLMENT OF SOCIAL OBLIGATIONS, RIGHT TO INFORMATION ACT, 2005, PUBLIC PROCUREMENT POLICIES FOR MICRO & SMALL ENTERPRISES, 2012

AllpossiblestepsaretakenwithregardtoCitizenCharter,OfficialLanguageimplementationand fulfillmentof Social obligations,Right to InformationAct, 2005,PublicProcurementpolicy for Micro & Small Enterprises, 2012, with the support of the Parent Company, i.e. BPRL.

TheCentralPublic InformationOfficer (CPIO)andAppellateAuthorityofBPRL, (ParentCompany)aretheconcernedOfficersforhandlingRighttoInformation(RTI)mattersintheCompany. During the year 2018-19, the Company did not receive any RTI Queries/Appeals. In the Parent Company’s corporate website, the Company has a separate section on RTI for better understanding of the public at large.


7

VIGILANCE

CorporateVigilanceguidelinesareapplicabletotheCompany.TheChiefVigilanceOfficerofBPCL looks after the activities of the Company. All the assistance is given to Chief Vigilance OfficerbytheCompany.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report of the Company is enclosed as Annexure C.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c)/(5) of the Companies Act, 2013, the Directors of the Company confirmthat:

1. In the preparation of the annual accounts for the year ended 31 March 2019, the applicable Accounting Standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fairviewofthestateofaffairsoftheCompanyasat31March2019andoftheprofitandloss of the Company for the year ended on that date.

3. TheDirectorshavetakenproperandsufficientcareforthemaintenanceofadequateaccounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on the principle other than going concern.

5. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Shri Easwaran Mahadevan, Sr. Vice President (Assets), BPRL ceased to be a Director w.e.f. 2 August 2018. The Directors have placed on record their deep appreciation and gratitude for the valuable contributions made by him in the deliberations of the Board meetings and Audit Committee meetings and for his contribution to the business of the Company during their tenure.

Shri Satheesh Kumar K.V., Sr. Vice President (Assets), BPRL was appointed as Additional Director w.e.f. 31 July 2018. The Members have appointed him as Director at the Annual General Meeting held on 4 September 2018.

Shri Vivek Vinodkumar Maheshwari Sr. Vice President (FInance), BPRL was appointed as Additional Director w.e.f. 4 July 2019. Notice under Section 160 of the Act has been received proposinghisnameforappointmentasDirectorinensuingAGM.Hewillholdofficeuptothe conclusion of this ensuing Annual General Meeting.

Shri Pankaj Kumar ceased to beCFO of the companyw.e.f. 4 July 2019 and Shri VivekVinodkumarMaheshwariwasappointedasCFOw.e.f.4July2019athisplace.

Smt. Swapna Sawant ceased to be Company Secretary (I/c) of the Company w.e.f. 3 June 2019 and Smt. Sarita Aggarwal was appointed as Company Secretary (I/c) w.e.f. 4 July 2019.


8

As required under the Companies Act, 2013, Smt. Barnali Barua Tokhi, Director will retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment as Director at the said Meeting.

AUDIT COMMITTEEAs on 31 March 2019, the Audit Committee of the Company comprised of Shri Ajay Kumar V., Smt Barnali Tokhi and Shri Satheesh Kumar K.V. Shri Ajay Kumar V. acts as the Chairman of the Committee. Shri Satheesh Kumar K.V was appointed as member w.e.f. 31 July 2018 post cessationofShriEaswaranMahadevanfromtheofficeofDirectorw.e.f.2August2018.TheAudit Committee is functioning in accordance with requirements of the terms of reference set out for it by the Board of Directors.

STATUTORY AUDITORSM/s BDG & Associates Chartered Accountants were appointed as Statutory Auditors of BPRL for the Financial Year ended 31 March 2019, by the C&AG under the provisions of Section 139 oftheCompaniesAct,2013.TheywillholdofficetilltheensuingAnnualGeneralMeeting.TheAuditors’Reportdoesnotcontainanyqualification,reservationoradverseremark.TheC&AG has been approached for the appointment of Statutory Auditors for the Financial Year ending 31 March 2020.

SECRETARIAL AUDITORM/s Ragini Chokshi & Co, Company Secretaries was appointed to carry out the Secretarial Auditofthecompanyforthefinancialyearended31March2019,asrequiredunderSection204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report is enclosed as Annexure B. They have made observation on non-compliance regarding the appointment of Independent Directors, constitution/reconstitution of Nomination & Remuneration Committee and Audit Committee. As the Company is a Government Company under the administrative control of Ministry of Petroleum & Natural Gas, appointment of Independent Directors can be made only after receiving nomination from Govt. of India. After receiving nomination form Govt. of India, the Company will be able to comply the requirements, as indicated in the Secretarial Audit Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOThe Regulator has terminated the PSC and initiated Arbitration Proceedings against the JV in the International Chamber of Commerce (ICC) under the provisions of PSC and the Arbitration Proceedings are under progress. The, activities related to conservation of energy and technology absorption are accordingly not applicable to the Company.

Foreign Exchange earning- Nil

ForeignExchangeOutgo-Rs723,142/-

ACKNOWLEDGEMENTSThe Directors place on record their sincere thanks to the valuable guidance and continued support from the Government of India and the Holding Companies.

For and on Behalf of the Board of Directors

Date: 4 July 2019

Place: Mumbai

Sd/- (Ajay Kumar V.)

Chairman


9

Annexure-A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 MARCH 2019

[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:

i) CIN U23209MH2006GOI165279ii) Registration Date 28 October2006iii) Name of the Company Bharat PetroResources JPDA Ltdiv) Category / Sub-Category of the

CompanyCompany Limited by Share / Indian Government Company

v) Address of the Registered office and contact details

Bharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai-400001 Tel: 022-22713000 Fax: 022-22713874

vi) Whether listed company Novii) Name, Address and Contact details of

Registrar and transfer Agent, if anyNot applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

The Company was incorporated as a wholly owned Subsidiary Company of Bharat PetroResources Limited. The Company was formed as a Special Purpose Vehicle for undertaking the exploration activities in the Block JPDA 06-103 awarded to the Company, in the Joint Petroleum Development Area (JPDA), by the Autoridade Nacional do Petroleo of Timor Leste (earlier known as Timor Sea Designated Authority).

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No

Name and Address of the Company

CIN/GLN Holding / Subsidiary /Associate

%of shares held

ApplicableSection

1 Bharat Petroleum Corporation LimitedBharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001

L23220MH1952GOI008931 Holding Company

100%* Section 2(46)

2 Bharat PetroResources LimitedBharat Bhavan, 4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001

U23209MH2006GOI165152 Holding Company

100% Section 2(46)

*holding Company of Bharat PetroResources Ltd


10

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Incr

ease

on

tran

sfer

2 A

ugus

t 201

8)Sh

ri K

alya

n M

ukhe

rjee

(Dec

reas

e on

tran

sfer

2 A

ugus

t 201

8)Sh

ri T

hom

as Ja

mes

(Inc

reas

e on

tran

sfer

2 A

ugus

t 201

8)

10 0 10 0

0 0 0 0

0 10 0 10

0 0 0 0

3A

t the

end

of t

he y

ear (

as o

n 31

Mar

ch 2

019)

Shri

Sat

hees

h K

umar

K.V

.(Inc

reas

e on

tran

sfer

2 A

ugus

t 201

8)Sh

ri T

hom

as Ja

mes

(Inc

reas

e on

tran

sfer

2 A

ugus

t 201

8)0 0

0 010 10

0 0

(iv)

Shar

ehol

ding

Pat

tern

of t

op te

n Sh

areh

olde

rs (o

ther

than

Dir

ecto

rs, P

rom

oter

s an

d H

olde

rs o

f GD

Rs

and

AD

Rs)

:

Sl.

No.

Part

icul

ars

Shar

ehol

ding

at t

he b

egin

ning

of

the

year

Cum

ulat

ive

Shar

ehol

ding

dur

ing

the

year

No.

of s

hare

s%

of t

otal

sha

res

of th

e C

ompa

nyN

o. o

f sha

res

% o

f tot

al s

hare

s of

the

com

pany

1A

t the

beg

inni

ng o

f the

yea

r as

on (1

Apr

il 20

18)

00

00

2D

ate

wis

e In

crea

se /

Dec

reas

e in

Sha

re h

oldi

ng d

urin

g th

e ye

ar s

peci

fyin

g th

e re

ason

s fo

r inc

reas

e /d

ecre

ase

(e.g

. allo

tmen

t / tr

ansf

er /

bon

us /

sw

eat e

quity

etc

):

00

00

3A

t the

end

of t

he y

ear (

as

on 3

1 M

arch

201

9)

00

00


13

(v)

Shar

ehol

ding

of D

irec

tors

and

Key

Man

ager

ial P

erso

nnel

:

Sl.

No.

Part

icul

ars

Shar

ehol

ding

at t

hebe

ginn

ing

of th

e ye

arC

umul

ativ

e Sh

areh

oldi

ngdu

ring

the

year

No.

of s

hare

s%

of t

otal

sha

res

of th

e co

mpa

nyN

o. o

f sha

res

% o

f tot

al s

hare

s of

the

com

pany

At t

he b

egin

ning

of t

he y

ear (

as o

n 1

Apr

il 20

18)

1 2 3 4 5 6

Shri

Aja

y K

umar

V.

Shri

Pan

kaj K

umar

Sh

ri E

asw

aran

Mah

adev

anSh

ri S

athe

esh

Kum

ar K

.V.

Smt B

arna

li To

khi

Smt S

wap

na S

awan

t

0 0 10 0 10 10

0 0 0 0 0 0

0 0 0 10 10 10

0 0 0 0 0 0

Dat

e w

ise

Incr

ease

/ D

ecre

ase

in S

hare

hol

ding

dur

ing

the

year

spe

cify

ing

the

reas

ons

for i

ncre

ase

/ de

crea

se

(e.g

. allo

tmen

t / tr

ansf

er /

bon

us/

swea

t equ

ity e

tc):

Shri

Eas

war

an M

ahad

evan

Shri

Sat

hees

h K

umar

K.V

.

Dat

e of

incr

ease

/

decr

ease

2

Aug

ust 2

018

2 A

ugus

t 201

8

Rea

sons

Dec

reas

e/Tr

ansf

erIn

crea

se /

Tran

sfer

0 100 0

At t

he e

nd o

f the

yea

r (i.e

. 31.

3.20

19)

1 2 3 4 5 6

Shri

Aja

y K

umar

V.

Shri

Pan

kaj K

umar

Sh

ri E

asw

aran

Mah

adev

anSm

t Bar

nali

Tokh

iSh

ri S

athe

esh

Kum

ar K

.V.

Smt S

wap

na S

awan

t

0

0 10

10 0 10

0 0 0 0 0 0

0 0 0 10

10

10

0 0 0 0 0 0


14

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in Lakh)

Particulars Secured Loans

excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial year (as on 1 April 2018)i) Principal Amountii) Interest due but not paid iii) Interest accrued but not due

000

3898.2000

000

3898.2000

Total (i+ii+iii) 0 3898.20 0 3898.20

Change in Indebtedness during the financial year· Addition· Reduction

00

109.00

00

109.00

Net Change 0 109.0 0 109.0

Indebtedness at the end of the financial year(as on 31 March 2019)i) Principal Amountii) Interest due but not paid iii) Interest accrued but not due

000

4007.2000

000

4007.2000

Total (i+ii+iii) 0 4007.20 0 4007.20

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has not paid any remuneration to the Directors and Key Managerial Personnel.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties / punishment / compounding of offences for breach of any section of CompaniesAct against theCompany or itsDirectors or other officers indefault, if any, during the year.


15

Annexure-B

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE PERIOD 1 April 2018 TO 31 March 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Bharat PetroResources JPDA Limited Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bharat PetroResources JPDA Limited (CIN:U23209MH2006GOI165279)(hereinaftercalledthe“Company”)forthefinancialyearended 31 March 2019. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Basedonourverificationofbooks,papers,minutebooks,formsandreturnsfiledandotherrecords maintained by the Company and also the information provided by the Company, itsofficers,agentsandauthorizedrepresentativesduringtheconductofsecretarialaudit,we hereby report that in our opinion, the company has, during the audit period covering 1 April 2018 to 31 March 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintained by the Company for the audit period 1 April 2018 to 31 March 2019 according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act,1999 and the Rules and Regulation made there under to theextentofForeignDirect Investment,OverseasDirect InvestmentandExternalCommercial Borrowings;

(v) Guidelines on Corporate Governance for Central Public Sector Enterprises (Guidelines), as issued by the Department of Public Enterprises (DPE) of Ministry of Heavy Industries and Public Enterprises, Government of India.

(vi) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):


16

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ; Not Applicable

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ; Not Applicable

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations,2018–Not Applicable

d. The Securities and Exchange Board of India (Employee Share Based Employee BenefitScheme)Regulations2014-Not applicable.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. - Not Applicable

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not applicable.

h. Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018- Not applicable.

Based on the Compliance Mechanism established by the Company and information and explanations received from theOfficers of theCompany,we are of the opinion that theCompanyhasgenerallycompliedwiththelaws,regulations,rulesandguidelinesspecificallyapplicable to the Company with respect to oil exploration and discovery of natural gas.

We have also examined compliance with the applicable clauses of the following:

• SecretarialStandardsissuedbyTheInstituteofCompanySecretariesofIndia;

• SecuritiesandExchangeBoardofIndia(ListingObligation&DisclosureRequirement)Regulation, 2015. Not applicable

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above:

a) The Ministry of Corporate Affairs vide its circular dated 5 July 2017 through the Companies(AppointmentandQualificationofDirectors)AmendmentRules,2017hasexempted the requirement of appointing Independent Directors on the Board of Directors ofitsWhollyOwnedSubsidiaries&circulardated13 July 2017 through the Companies (Meeting of Board and its Powers) Second Amendment Rules, 2017 dated 13 July 2017 has exempted the Company from mandatorily appointing two independent directors on the Nomination & Remuneration Committee and Audit Committee. Therefore, the Company being a wholly owned subsidiary of Bharat Petroresources Limited and a step down subsidiary of Bharat Petroleum Corporation Limited, the provisions of Section 149(4) and rules made thereunder are not applicable to the Company. However, Guidelines on Corporate Governance for Central Public Sector Enterprises (Guidelines),


17

issued by the Department of Public Enterprises (DPE) of Ministry of Heavy Industries and Public Enterprises, Government of India requires the Company to constitute its Board in such a manner that at least 1/3rd of Board Members shall be independent Directors. The Company has not complied with the said requirement of DPE guidelines and therefore committee constitution requirement with respect to Audit Committee and Remuneration Committee prescribed under the guidelines have not been complied with.

We are further informed that the Company being a Central Government Company under the administrative control of the Ministry of Petroleum & Natural Gas (MoP&NG), the power to appoint Directors (including Independent Directors) and the terms and conditions of such appointment,includingfixingremunerationandevaluation,vestswiththeGovernmentofIndia and the Company is awaiting suitable nominations for the same.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, except for the observations stated above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in the compliance with the provision of the Act expect for observations as stated above.

We further report that adequate notice is given to all directors to schedule the Board Meetings, and the same was sent at least seven days in advance, agenda and detailed notes on agenda were sent at least 7days before the date of Meeting, and a system exists for seeking and obtainingfurtherinformationandclarificationsontheagendaitemsbeforethemeetingandfor meaningful participation at the meeting.

WefurtherreportthattheCompliancebytheCompanyofapplicablefinanciallawslikeDirect& Indirect tax laws, Service tax has not been reviewed in this audit since the same has been subjecttoreviewbythestatutoryfinancialaudit, internalauditconductedbytheinternalaudit department of the Company.

We further report that as per the minutes of the Board duly recorded and signed by Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate systems and processes in the company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulation and guidelines.

Further, no reportable event or actions having major effect on the operations of the Company tookplaceduringthefinancialyearended31March2019.

FOR RAGINI CHOKSHI & CO. (Company Secretaries)Place: MumbaiDate: 14 May 2019 Sd/- UMASHANKAR K HEGDE (PARTNER) M. No-. 22133 # C.P.NO. 11161


18

Annexure –A to Seceretarial Audit Report

To, The Members, Bharat PetroResources JPDA Limited Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

Ourreportofevendateistobereadalongwiththisletter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Ourresponsibilityis toexpressanopiniononthesesecretarialrecordsbasedonouraudit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verificationwasdoneontestbasistoensurethatcorrectfactsarereflectedinsecretarialrecords. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. WehavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandBooksof Accounts of the company.

4. Whereever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,standardsistheresponsibilityofmanagement.Ourexaminationwaslimitedtotheverificationofproceduresontestbasis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the companynoroftheefficacyoreffectivenesswithwhichthemanagementhasconductedthe affairs of the company.

FOR RAGINI CHOKSHI & CO. (Company Secretaries)Place: MumbaiDate: 14 May 2019 Sd/- UMASHANKAR K HEGDE (PARTNER) M. No-. 22133 # C.P.NO. 11161


19

Annexure C

Report on Corporate Governance

1. Company’s Background and Board of Directors

Bharat PetroResources JPDA Ltd. (“the Company”) was incorporated with the sole object of undertaking the exploration activities related to Block JPDA 06-103 awarded in the Joint Petroleum Development Area. At Present, the Company is managed by four part time Directors. There are limited numbers of activWWities in the Company.

Therewerefive(5)BoardMeetingsheldduringthefinancialyearonthefollowingdates:-

11 May 2018 2 August 2018 5 October2018 5 November 2018 18 January 2019

Details regarding the Board meetings, Directors’ attendance thereat, Annual General Meeting, Directorships and Committee positions held by the Directors are given separately.

2. Audit Committee

The Company has constituted the Audit Committee in terms of the Companies Act, 2013. As on 31 March 2019, Shri Ajay Kumar V., Smt Barnali Tokhi and Shri Satheesh Kumar K.V. were the members of Audit Committee. Till 2 August 2018, Shri Easwaran Mahadevan was the member of Audit Committee. Thereafter, Shri Satheesh Kumar K.V. became the member of Audit Committee. Shri Ajay Kumar V. chairs all the Audit Committee meetings. The quorum for the meetings of the Committee is 2 members. TheDirectorspossesses therequisiteknowledgeoffinance&accountingforeffectivefunctioning of the Audit Committee.

Therewere four (4)AuditCommitteemeetingsheldduring thefinancialyearon thefollowing dates:-

11 May 2018 2 August 2018 5 October2018 18 January 2019

TheattendanceofthemembersfortheAuditCommitteemeetingsduringthefinancialyear is given below:-

Name of the Member No of meetings attended

Name of the Member No of meetings attended

Shri Ajay Kumar V. 4 Shri Easwaran Mahadevan 1*Smt Barnali Tokhi 3 Shri Satheesh Kumar K.V 3@

* out of 2 meetings during the tenure @ out of 3 meetings during the tenure

TheAuditCommittee reviewed theannualfinancial statements for thefinancialyear2018-19 as its meeting held on 25 April 2019.

3. Annual General Meeting The Annual General Meeting (AGM) will be held on Tuesday, 20 August 2019 at 11.30 hrs at 'E' wing, 09th Floor, Maker Towers, Cuffe Parade, Mumbai - 400 005.


20

4.

Part

icul

ars

of D

irec

tors

incl

udin

g th

eir a

ttend

ance

at t

he B

oard

mee

tings

dur

ing

the

year

201

8-19

Nam

es o

f the

D

irec

tors

Aca

dem

ic

Qua

lific

atio

nsA

tten

danc

e ou

t of 5

Bo

ard

Mee

ting

s he

ld

duri

ng th

e ye

ar a

nd

perc

enta

ge th

ereo

f

Att

enda

nce

at th

e la

st

Ann

ual

Gen

eral

M

eeti

ng

Det

ails

of D

irec

tors

hips

hel

d in

ot

her P

ubli

c Li

mit

ed C

ompa

nies

Mem

bers

hips

hel

d in

C

omm

itte

es

Non

Exe

cuti

ve

Dir

ecto

rsN

o. o

f Mee

ting

s A

tten

ded

%

Shri

Aja

y K

umar

VM

.Sc

(Geo

logy

) w

ith 1

st ra

nk fr

om

Uni

vers

ity o

f Ker

ala

510

0A

ttend

edM

anag

ing

Dir

ecto

r 1)

Bha

rat P

etro

Res

ourc

es L

td

Cha

irm

an- A

udit

Com

mitt

eeBh

arat

Pet

roR

esou

rces

JP

DA

Ltd

Shri

Pan

kaj K

umar

F.

C.A

. & A

.I.C

.W.A

.5

100

Atte

nded

D

irec

tor (

Fina

nce)

, Bha

rat

Petr

oRes

ourc

es L

tdD

irec

tor

1) B

PRL

Inte

rnat

iona

l BV

2) B

PRL

Ven

ture

s B.

V.

3) B

PRL

Ven

ture

s M

ozam

biqu

e B.

V.

4) B

PRL

Ven

ture

s In

done

sia

B.V

.5)

BPR

L In

tern

atio

nal V

entu

res

B.V

.6)FalconOil&GasB.V.

--

Shri

Eas

war

an

Mah

adev

an(u

pto

02.0

8.20

18)

I.I.T

. Del

hi

Che

mic

al e

ngin

eer

1*50

*--

Dir

ecto

r 1)

BPR

L In

tern

atio

nal B

.V.

2) B

PRL

Ven

ture

s M

ozam

biqu

e B.

V.

3) B

PRL

Ven

ture

s In

done

sia

B.V

.

Mem

ber-

Aud

it Com

mittee–

Bhar

at P

etro

Res

ourc

es

JPD

A L

tdSm

t Bar

nali

Baru

a To

khi

M.S

c (G

eolo

gy)

480

Atte

nded

-M

embe

r- A

udit

Com

mittee–

Bhar

at P

etro

Res

ourc

es

JPD

A L

tdSh

ri S

athe

esh

Kum

ar K

.V.

(w.e

.f 31

.07.

2018

)

B.Te

ch (M

ech.

En

gg.),

PG

EMP,

C

IPM

4*10

0*A

ttend

edBP

RL

Inte

rnat

iona

l BV

BPR

L V

entu

res

Indo

nesi

a B.

V.

Mem

ber-

Aud

it Com

mittee–

Bhar

at P

etro

Res

ourc

es

JPD

A L

td*i

ndic

ates

per

cent

age

com

pute

d by

con

side

ring

the

mee

tings

atte

nded

with

the

tota

l mee

tings

hel

d du

ring

the

tenu

re


21

5. Annual /Extraordinary General Meetings during last three years

Meeting type Date and Time of the Meeting

Venue Subject for Special Resolution Passed

Annual General Meeting

15 September 2016at 12.00 noon

RegisteredofficeatBharatBhavan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400001

-----


4 September 2017 at 11.00 am


-----


4 September 2018at 11.00 am


------

6. Remuneration to Directors

All the Directors of the Company are the nominees of the Parent Company and hence do not receive any remuneration.

None of the Directors have any pecuniary relationship / transactions with the Company, during the year.

7. Disclosures

Therewere no transactions ofmaterial nature thatmay have potential conflict withthe interest of the Company at large. There are no items of expenditure in the books of accounts, which are not for the purpose of business. Further, no expenses were incurred which were personal in nature and incurred for the Board of Directors. The revenue expendituremainlyconsistsofAdministrative&otherofficeexpenses.

The Company has only four part time Directors, nominated from Parent Company. Hence, there is no separate Whistle Blower policy for the Company.

4.

Part

icul

ars

of D

irec

tors

incl

udin

g th

eir a

ttend

ance

at t

he B

oard

mee

tings

dur

ing

the

year

201

8-19

Nam

es o

f the

D

irec

tors

Aca

dem

ic

Qua

lific

atio

nsA

tten

danc

e ou

t of 5

Bo

ard

Mee

ting

s he

ld

duri

ng th

e ye

ar a

nd

perc

enta

ge th

ereo

f

Att

enda

nce

at th

e la

st

Ann

ual

Gen

eral

M

eeti

ng

Det

ails

of D

irec

tors

hips

hel

d in

ot

her P

ubli

c Li

mit

ed C

ompa

nies

Mem

bers

hips

hel

d in

C

omm

itte

es

Non

Exe

cuti

ve

Dir

ecto

rsN

o. o

f Mee

ting

s A

tten

ded

%

Shri

Aja

y K

umar

VM

.Sc

(Geo

logy

) w

ith 1

st ra

nk fr

om

Uni

vers

ity o

f Ker

ala

510

0A

ttend

edM

anag

ing

Dir

ecto

r 1)

Bha

rat P

etro

Res

ourc

es L

td

Cha

irm

an- A

udit

Com

mitt

eeBh

arat

Pet

roR

esou

rces

JP

DA

Ltd

Shri

Pan

kaj K

umar

F.

C.A

. & A

.I.C

.W.A

.5

100

Atte

nded

D

irec

tor (

Fina

nce)

, Bha

rat

Petr

oRes

ourc

es L

tdD

irec

tor

1) B

PRL

Inte

rnat

iona

l BV

2) B

PRL

Ven

ture

s B.

V.

3) B

PRL

Ven

ture

s M

ozam

biqu

e B.

V.

4) B

PRL

Ven

ture

s In

done

sia

B.V

.5)

BPR

L In

tern

atio

nal V

entu

res

B.V

.6)FalconOil&GasB.V.

--

Shri

Eas

war

an

Mah

adev

an(u

pto

02.0

8.20

18)

I.I.T

. Del

hi

Che

mic

al e

ngin

eer

1*50

*--

Dir

ecto

r 1)

BPR

L In

tern

atio

nal B

.V.

2) B

PRL

Ven

ture

s M

ozam

biqu

e B.

V.

3) B

PRL

Ven

ture

s In

done

sia

B.V

.

Mem

ber-

Aud

it Com

mittee–

Bhar

at P

etro

Res

ourc

es

JPD

A L

tdSm

t Bar

nali

Baru

a To

khi

M.S

c (G

eolo

gy)

480

Atte

nded

-M

embe

r- A

udit

Com

mittee–

Bhar

at P

etro

Res

ourc

es

JPD

A L

tdSh

ri S

athe

esh

Kum

ar K

.V.

(w.e

.f 31

.07.

2018

)

B.Te

ch (M

ech.

En

gg.),

PG

EMP,

C

IPM

4*10

0*A

ttend

edBP

RL

Inte

rnat

iona

l BV

BPR

L V

entu

res

Indo

nesi

a B.

V.

Mem

ber-

Aud

it Com

mittee–

Bhar

at P

etro

Res

ourc

es

JPD

A L

td*i

ndic

ates

per

cent

age

com

pute

d by

con

side

ring

the

mee

tings

atte

nded

with

the

tota

l mee

tings

hel

d du

ring

the

tenu

re


22

Certificate on Corporate Governance

To, The Members of Bharat PetroResources JPDA Limited

We have examined the compliance of the conditions of Corporate Governance by Bharat PetroResources JPDA Limited, as stipulated in Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by the Ministry of Heavy Industries and Public Enterprises,DepartmentofPublicEnterprises,Governmentof India, for thefinancialyearended 31 March 2019.

The Compliance of conditions of Corporate Governance as stipulated in the Guidelines is the responsibility of management. Our examination was limited to the procedures andimplementation thereof adopted by the Company for ensuring the compliance of the conditions oftheCorporateGovernance.Itisneitheranauditnoranexpressionofopiniononfinancialstatements of the Company.

In our opinion and to the best of our information and according to the explanation given to us by the management, We hereby certify that the Company has complied with the conditions of the Corporate Governance as stipulated in the Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010 issued by the Ministry of Heavy Industries and Public Enterprises as aforesaid with the exception of appointment of requisite number of Independent Directors on the Board, thereby affecting the composition of Audit Committee and Nomination & Remuneration Committee due to non appointment of Independent Directors.

We further state that such compliance is neither an assurance as to the future viability of the Companynortheefficiencyoreffectivenesswithwhichthemanagementhasconductedtheaffairs of the Company.

For RAGINI CHOKSHI & CO, COMPANY SECRETARIES

Place: Mumbai Date: 14 May 2019

Sd/- UMASHANKAR HEGDE PARTNER M.No-A22133 #C.P. No- 11161


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Annexure - D

COMMENTSOFTHECOMPTROLLERANDAUDITORGENERALOF INDIAUNDERSECTION143(6)(b)OFTHECOMPANIESACT,2013ONTHEFINANCIALSTATEMENTSOFBHARATPETRORESOURCESJPDALIMITEDFORTHEYEARENDED31MARCH2019

The preparation of financial statements of Bharat PetroResources JPDA Limited for theyearended31March2019inaccordancewiththefinancialreportingframeworkprescribedunder the Companies Act, 2013 is the responsibility of the management of the company. The statutory auditor appointed by the Comptroller and Auditor General of India under section 139(5) of theAct is responsible for expressingopinionon thefinancial statementsundersection 143 of the Act base on independent audit in accordance with standards on auditing prescribed under section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 25 April 2019.

I, on behalf of the Comptroller and Auditor General of India, have not decided to conduct the supplementaryauditofthefinancialstatementsofBharatPetroResourcesJPDALimitedforthe year ended 31 March 2019 under section 143(6) (a) of the Act.

Place : MumbaiDate : 14 June 2019

For and on the behalf of theComptroller and Auditor General of India

Sd/-Tanuja Mittal

Principal Director of Commercial Audit& ex-officio Member Audit Board II, Mumbai


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INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF BHARAT PETRORESOURCES JPDA LIMITED

Report on the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Bharat PetroResources JPDA Limited (“the Company”), which comprise the Balance Sheet as at 31 March2019,theStatementofProfitandLoss(includingothercomprehensiveIncome), the Statement of Cash Flows and the Statement of changes in equity for the yearthenended,includingasummaryofthesignificantaccountingpoliciesandotherexplanatory information (hereinafter referred to as ‘Standalone Financial Statements’).

2. In our opinion and to the best of our information and according to the explanations given tous, theaforesaidstandalonefinancial statementsgive the informationrequiredbythe Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company asat31March2019,andtheStatementofProfitandLoss,changesinequityanditscashflowsfortheyearthenended.

Basis for Opinion

3. WeconductedourauditinaccordancewiththeStandardsonAuditing(SAs)specifiedunder section 143 (10) of theCompaniesAct, 2013.Our responsibilitiesunder thoseStandards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statementsunder theprovisionsof theCompaniesAct, 2013and theRulesthereunder,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththese requirements and the Code of Ethics. We believe that the audit evidence we have obtainedissufficientandappropriatetoprovideabasisforouropinion.

Material Uncertainty Relating to Going Concern

4. WedrawattentiontothefollowingmattersintheNoteNo.2.1ofSignificantAccountingPolicies stated in the Notes to the Financial Statements:

The financial statement(s) indicate that the Company has accumulated losses of Rs. 12,434.29 Lakhs, and has incurred a net loss of Rs. 240.06 Lakhs during the year ended 31 March 2019 and, as of that date, the Company’s current liabilities exceed its total assets by Rs. 6,434.29 Lakhs. These conditions, along with other matters set forth in Note 3 and 11, indicates theexistenceof amaterialuncertainty that cast significantdoubtaboutthe Company’s ability to continue as a going concern and therefore the directors have decidedtopreparethefinancialstatements on a basis other than that of a going concern.

Ouropinionisnotmodifiedinrespectofabovemattersreported.


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Emphasis of Matters

5. We draw attention to the following matters in the Note No. 18 as stated in the Notes to Financial Statements:

ThefinancialstatementofthecompanyincludesCompany’sshareofassetsofRs.46.94lacs and liability of Rs. 34.32 lacs in the Balance Sheet as at 31 March 2019 and Company’s shareofincomefromJointOperationRs.NilincludedinstatementofProfitandLossfortheyearwhicharebasedonstatementsprovidedbytheOperator.

Further, as stated in Note No. 11 of Financial Statements, Company has recognized its share of liability of Rs. 2,421.00 lacs on accounts of termination of Production Sharing Contract (PSC) based on the claim raised by Autoridade Nacional dp Petroleo of Timor Leste (ANP). As informed by the management the matter is under arbitration and no further liability is expected to arise, and adjustment if any on this account will be made infinancialstatementuponfinalizationofmatter.

Ouropinionisnotmodifiedinrespectofabovemattersreported.

Information Other than the Financial Statements and Auditor’s Report Thereon

6. The Company’s Board of Directors is responsible for the other information. The other informationcomprisestheDirector’sReport,butdoesnotincludethefinancialstatementsand our auditor’s report thereon.

7. Ouropiniononthefinancialstatementsdoesnotcovertheotherinformationandwedonot express any form of assurance conclusion thereon.

8. Inconnectionwithourauditofthefinancialstatements,ourresponsibilityistoreadtheother information and, in doing so, consider whether the other information is materially inconsistentwith thefinancial statementsorourknowledgeobtained in theauditorotherwise appears to be materially misstated.

9. Based on the work we have performed, we conclude that there is no material misstatement of this other information, which we are required to report. We have nothing to report in this regard.

Responsibility of Management for the Standalone Financial Statements

10. The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalonefinancial statements togivea trueand fairviewof thefinancialposition,financialperformanceincludingothercomprehensiveincome,cashflowsandchangesin equity of the Company in accordance with the accounting principles generally acceptedinIndia,includingIndianAccountingStandardsspecifiedunderSection133of the Act, read with the Companies ( Indian Accounting) Rules 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for


26

preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable andprudent;anddesign,implementationandmaintenanceofadequateinternalfinancialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financialstatementsthatgiveatrueandfairviewandarefreefrommaterialmisstatement,whether due to fraud or error.

11. In preparing the financial statements, management is responsible for assessing theCompany’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

12. The Board ofDirectors are also responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

13. Ourobjectivesaretoobtainreasonableassuranceaboutwhetherthefinancialstatementsas a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybeexpectedtoinfluencetheeconomicdecisionsofuserstakenonthebasisofthesefinancialstatements.

14. As part of an audit in accordance with SAs, we have exercised professional judgment and maintain professional skepticism throughout the audit. We also:

Identifyandassesstherisksofmaterialmisstatementofthefinancialstatements,whether due to fraud or error, design and perform audit procedures responsive to thoserisks,andhaveobtainedauditevidencethatissufficientandappropriatetoprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtainanunderstandingofinternalcontrolrelevanttotheauditinordertodesignaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whethertheCompanyhasadequateinternalfinancialcontrolssysteminplaceandthe operating effectiveness of such controls.


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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertaintyexistsrelatedtoeventsorconditionsthatmaycastsignificantdoubtontheCompany’sabilitytocontinueasagoingconcern.Ourconclusionsarebasedonthe audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We draw attention to a separate section para 4 on Material Uncertainty on Going Concern reported above in the report.

Evaluatetheoverallpresentation,structureandcontentofthefinancialstatements,including the disclosures, and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

15. We communicate with those charged with governance regarding, among other matters, theplannedscopeandtimingoftheauditandsignificantauditfindings,includinganysignificantdeficienciesininternalcontrolthatweidentifyduringouraudit.

16. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

17. We also communicate that the Company has not paid any managerial remuneration to managerial personal.

Report on Other Legal and Regulatory Requirements

18. Asrequiredby‘theCompanies(Auditor’sReport)Order,2016’,issuedbytheCentralGovernment of India in terms of sub-section (11) of section 143 of the Act (hereinafter referredtoasthe“Order”),wegiveinthe“Annexure A”, a statement on the matters specifiedinparagraphs3and4oftheOrder,totheextentapplicable.

19. As required by section 143 (5) of the Act, we give in Annexure B, a statement on the mattersspecifiedbytheComptrollerandAuditor-GeneralofIndiafortheCompany.

20. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. TheBalanceSheet,theStatementofProfitandLossincludingothercomprehensiveincome, Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the books of account;


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d. In our opinion, the aforesaid standalone financial statements comply with theAccountingStandardsspecifiedunderSection133oftheAct,readwithCompanies(Indian Accounting Standards) Rules, 2015, as amended;

e. The Company, being a government company, the provisions of Section 164 (2) of theActwithregardtodisqualificationofDirectorsarenotapplicableintermsofNotificationNo,GSR463(E)dated5 June 2015 from Ministry of Corporate Affairs;

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”.

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

i) The Company does not have any pending litigations which would impact its financialpositioninitsstandalonefinancialstatements.AttentionisdrawntoNote11forlitigationwhichisprovidedinthefinancialstatement;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts as at 31March2019.–ReferNote3tothestandalonefinancialstatements;

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv) ThereportingondisclosuresrelatingtoSpecifiedBankNotesisnotapplicableto the Company for the year ended 31 March 2019.

For B D G & Associates Firm Registration Number: 119739W Chartered Accountants

Rameshkumar L Sharma Partner Membership Number: 047896

Place: Mumbai Date: 25 April 2019


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Annexure A to Independent Auditors’ Report

Referred to in paragraph 18 of the Independent Auditors’ Report of even date to the members of Bharat PetroResources JPDA Limitedonthestandalonefinancialstatementsasofandforthe year ended 31 March 2019.

1. (a) TheCompanydoesnotownanyfixedassetsduringtheyear.

(b) The Company has incurred expenditure totaling to Rs. 9,008.32 Lakh up to 31March 2019 on exploration and production of Oil/Gas. The same has beenconsidered as Intangible assets under development. We have been informed that such expenditure is recorded by the Company based on details of such expenditure received fromtheoperatorsoftherespectiveexploration.Operation(s)ofthisexplorationhave ceased due to a treaty dispute between the Government of Australia and the Government of East Timor leading to termination of PSC. In view of the termination of PSC, the Company has provided for the total capital expenditure in its standalone financialstatementsasat31March2019.Accordingly,theentireamountaggregatingto Rs. 71.67 lakhs incurred during the year, has been provided as impairment loss in theStatementofProfitandLoss.

2. As per information and explanation given to us and in our opinion, since the Company is still in exploration stage and does not hold any inventory. Therefore, the provisions of the clause 3(ii) of the said order are not applicable to the Company.

3. According to the information and explanations given to us and on basis of our examination of the books of accounts, the Company has not granted any loans, secured or unsecured, to companies,firms,LimitedLiabilityPartnershiporotherpartiescoveredintheregisteredmaintained under Section 189 of the Companies Act, 2013. Therefore, the provision of clauses 3(iii), 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the order are not applicable to the Company.

4. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not given loans, made investments, provided guarantees and securities to parties covered under section 185 and 186 of the Companies Act 2013. Therefore, the provisions the clause 3(iv) of the said order are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public within the meaning of section 73 to 76oftheCompaniesAct2013,andtherulesframedthereundertotheextentnotified.

6. The Central Government has prescribed the maintenance of cost records under section 148 (1) of the Act, however the management is of the view that the said requirements are not applicable to the company as it has not commenced production.

7. In respect of statutory dues:


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a) According to the information and explanations given to us and according to the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax and any other statutory dues with the appropriate authorities, wherever applicable. The Company had no employees hence provisions relating to Provident Fund and Employees State Insurance are not applicable.

According to the information and explanation given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 March 2019 for a period of more than 6 months from the date they became payable.

b) According to the information and explanations given to us and records examined by us, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax which have not been deposited on account of any dispute.

8. AstheCompanydoesnothaveanyloansorborrowingsfromanyfinancialinstitutionorbank or Government, nor has it issued any debentures as at the balance sheet date, the provisionsofClause3(viii)oftheOrderarenotapplicabletotheCompany.

9. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix)oftheOrderarenotapplicabletotheCompany.

10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance ofmaterial fraudby theCompanyor on theCompanyby its officers or employees,noticed or reported during the year, nor have we been informed of any such case by the Management.

11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid managerial remuneration to managerial personnel.

12. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable toit,theprovisionsofClause3(xii)oftheOrderarenotapplicabletotheCompany.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions havebeendisclosedinthestandalonefinancialstatementsasrequiredbytheapplicableaccounting standards. At present, BPR JPDA has 3 part-time Directors nominated by BPRL in its Audit Committee. In terms of requirements under DPE Guidelines on Corporate Governance, there is a need for appointment of at least two Independent


31

DirectorsintheAuditCommitteeofBPRJPDA.(AsperrevisedMCAnotificationdated05 July 2017, BPR JPDA being unlisted public company and wholly owned subsidiary of BPCL/BPRL, Independent Directors are not required to be appointed in BPR JPDA under Companies Act, 2013)

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year underreview.Accordingly,theprovisionsofClause3(xiv)oftheOrderarenotapplicableto the Company.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, the provisions of Clause 3(xv)oftheOrderarenotapplicabletotheCompany.

16. In our opinion, the Company is not required to be registered under section 45-IA of the ReserveBankofIndiaAct1934.Accordingly,theprovisionsofClause3(xvi)oftheOrderare not applicable to the Company.





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Annexure C to Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. Report on internal financial controls over financial reporting

We have audited the internal financial controls over financial reporting of Bharat PetroResources JPDA Limited (“the Company”) as of 31 March 2019 in conjunction withourauditofthestandalonefinancialstatementsoftheCompanyfortheyearendedon that date.

2. Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financialcontrolsbasedontheinternalcontroloverfinancialreportingcriteriaestablishedby the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include thedesign,implementationandmaintenanceofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness,including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,andthetimelypreparationofreliablefinancialinformation,asrequiredunderthe Companies Act, 2013.

3. Auditors’ Responsibility

OurresponsibilityistoexpressanopinionontheCompany’sinternalfinancialcontrolsoverfinancialreportingbasedonouraudit.Weconductedourauditinaccordancewiththe Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to anauditofinternalfinancialcontrols,bothapplicabletoanauditofInternalFinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainedandif such controls operated effectively in all material respects.

Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyof the internalfinancial controls systemoverfinancial reporting and their operatingeffectiveness.Ourauditofinternalfinancialcontrolsoverfinancialreportingincludedobtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatementofthestandalonefinancialstatements,whetherduetofraudorerror.


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Webelievethat theauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

4. Meaning of Internal Financial Controls over Financial Reporting

Acompany’s internalfinancialcontroloverfinancial reporting isaprocessdesignedtoprovidereasonableassuranceregardingthereliabilityoffinancialreportingandthepreparationoffinancialstatementsforexternalpurposesinaccordancewithgenerallyacceptedaccountingprinciples.ACompany’sinternalfinancialcontroloverfinancialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactionsand dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition oftheCompany’sassetsthatcouldhaveamaterialeffectonthefinancialstatements.

5. Inherent Limitations of Internal Financial Controls Over Financial Reporting

Becauseoftheinherentlimitationsofinternalfinancialcontrolsoverfinancialreporting,including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projectionsofanyevaluationoftheinternalfinancialcontrolsoverfinancialreportingtofutureperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

6. Opinion

Inouropinion,theCompanyhas,inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreporting were operating effectively as at 31 March 2019, based on the internal control overfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial ControlsOverFinancialReportingissuedbytheInstituteofCharteredAccountantsofIndia.





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Annexure B to the Independent Auditor’s Report

Report on the Direction/Sub-directions for the year 2018-19

We have completed the Statutory Audit of Bharat PetroResources JPDA Limited (“the Company”) and our views/comments on the directions/sub-directions in respect of accounts for the year ended 31 March 2019 are as below:

1. Whether the Company has system in place to process all the accounting transactions through IT System? If yes, the implication of processing of accounting transactions outsideITsystemontheintegrityoftheaccountsalongwiththefinancialimplicationsif any, may be stated.

Reply: The Company has accounted all its transactions through IT system which is on SAP ERP system since inception, and there are no accounting transactions processed outside theITSystemhencetherearenofinancialimplicationwhichneedstobeidentifiedandquantified.

2. Whether there is any restructuring of an existing loan or cases of Waiver/Write-off of debts/loans/interest etc. made by a lender to the Company due to the Company’s inabilitytorepaytheloan?Ifyes,thefinancialimpactmaybestated:

Reply: There are no cases of waiver/write-off of debts/loans /interest etc. Hence there arenofinancialimplicationwhichneedstobequantified.

3. Whether funds received/receivable for specific schemes fromCentral/Stateagencieswere properly accounted for/utilized as per its terms and conditions. List the cases of deviation:

Reply:TheCompanydoesnotreceiveanyfundsforspecificschemesfromCentral/Stateagencies and hence under this clause no reporting is applicable to the Company.





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Compliance Certificate

We have conducted the audit of accounts of Bharat PetroResources JPDA Limited (“the Company”), having its office at Maker Towers, Mumbai for the year ended 31 March 2019, in accordance with the directions/sub-directions issued by the C & AG of India under section 143(5) of the Companies Act, 2013 and certify that we have complied with all the directions/sub-directions issued to us.





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

For and on behalf of B D G & Associates Sd/- Sd/- Chartered Accountants Ajay Kumar V. Pankaj Kumar FRN.119739W Director Director&CFO DIN No. 05160445 DIN No. 07245781

Sd/- Sd/- Sd/- Rameshkumar L. Sharma Barnali Tokhi Swapna Sawant Partner Director Company Secretary (I/c) M.No. 047896 DIN No. 07850177

Place: Mumbai Dated: 25 April 2019

BALANCE SHEET AS AT 31 MARCH 2019 (` in Lakhs)

Particulars Notes As at 31 March 2019

As at 31 March 2018

I. ASSETS (1) Non-Current assets (a) Intangible assets under development 3 - - Total Non-Current assets - -

(2) Current Assets (a) Financial Assets (i) Cash and cash equivalents 4 16.23 6.30 (ii) Otherfinancialassets 5 33.06 - (b) Othercurrentassets 6 0.51 0.51 Total Current Assets 49.80 6.81 TOTAL ASSETS 49.80 6.81

II. EQUITY AND LIABILITIES (1) Equity (a) Equity share capital 7 6,000.00 6,000.00 (b) Otherequity 8 (12,434.29) (12,194.23) Total Equity (6,434.29) (6,194.23)

(2) Current Liabilities (a) Financial liabilities (i) Otherfinancialliabilities 9 4,062.50 3,924.47 (b) Othercurrentliabilities 10 0.59 0.03 (c) Provisions 11 2,421.00 2,276.54 Total Current Liabilities 6,484.09 6,201.04 TOTAL LIABILITIES 6,484.09 6,201.04 TOTAL EQUITY AND LIABILITIES 49.80 6.81

Significant Accounting Policies 2Notes forming Part of the Financial Statements 3 - 24Thenotesreferredtoaboveformanintegralpartofthefinancialstatements.


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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2019 (` in Lakhs)

Particulars Notes For the year ended

31 March 2019

For the year ended

31 March 2018 I. Revenue from operations - -

II. Otherincome - -

III. Total Income (I+II) - -

IV. Expenses Provision towards impairment 3 71.67 20.97 OtherExpenses 12 168.39 11.65 Total Expenses 240.06 32.62

V. Profit/(Loss) before Exceptional Items and Tax (240.06) (32.62)

VI. Exceptional Items - -

VII. Profit/(Loss) before Tax (240.06) (32.62)

VIII. Tax expense: 1. Current Tax - - 2. Deferred Tax - -

IX. Profit/(Loss) for the period (240.06) (32.62)

X. Other Comprehensive Income - -

XI. Total Comprehensive Income for the period (240.06) (32.62)

XII. Earnings per equity share 14 1. Basic (0.40) (0.05) 2. Diluted (0.40) (0.05)

Significant Accounting Policies 2Notes forming Part of the Financial Statements 3 - 24Thenotesreferredtoaboveformanintegralpartofthefinancialstatements.


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STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 MARCH 2019 (` in Lakhs)

Particulars For the year ended

31 March 2019

For the year ended

31 March 2018 A Cash Flow from Operating Activities

Profit/(Loss)beforetax (240.06) (32.62)Adjustments for:Provision towards impairment 71.67 20.97 Net unrealised exchange (gain)/loss 158.99 7.75 Operating Profit/(Loss) before Working Capital changes (9.40) (3.90)Decrease/(Increase) in Current Assets (33.06) 0.32 (Decrease)/Increase in Current Liabilities (other than forex variation considered above)

15.06 5.31

Net Cash Flow from/ (used in) Operating Activities (27.40) 1.73

B Cash Flow from Investing ActivitiesAdditions to Intangible Assets under Development (71.67) (20.97)Net Cash Flow from/ (used in) Investing Activities (71.67) (20.97)

C Cash Flow from Financing ActivitiesProceeds from long-term borrowings 109.00 10.00 Net Cash Flow from/ (used in) Financing Activities 109.00 10.00 Net Increase/(Decrease) in Cash and Cash equivalents (A+B+C)

9.93 (9.24)

Cash and cash equivalents at the beginning of the yearBank Balance 6.30 15.54 Cash and cash equivalents at the end of the yearBank Balance 16.23 6.30 Net change in Cash and Cash equivalents 9.93 (9.24)

Notes:-1 The Cash Flow Statement is prepared in accordance with Indian Accounting Standard 7.2 InPart-Aof theCashFlowStatement,figures inbracket indicatedeductionsmade fromtheNet

Profit/(Loss)forderivingthenetcashflowfromoperatingactivities.InPart-BandPart-C,figuresinbracketindicatecashoutflows.

3 Figures of previous year have been regrouped wherever necessary, to conform to current year's presentation.


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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 20191. Company Overview

Bharat PetroResources JPDA Limited referred to as “the Company” was incorporated asa100%subsidiaryofBharatPetroResourcesLimited(BPRL)on28October2006tohold 25% participating interest in block “JPDA 06-103” located in the Joint Petroleum Development Area between Australia and Timor. Currently, the ownership interest is 20%. The Company is engaged in the business of exploration and production of Hydrocarbons.

2. Statement of Significant Accounting Policies

2.1 Basis of preparation

The Financial Statements are prepared in accordance with Indian Accounting Standards (IndAS)notifiedunderSection133oftheCompaniesAct,2013readwithCompanies(Indian Accounting Standards) Rules, 2015; and the other relevant Provisions of Companies Act, 2013 and Rules thereunder.

The Financial Statements have been prepared under historical cost convention basis except for certain assets and liabilities measured at fair value.

The Company has adopted all the Ind AS and the adoption was carried out during Financial Year 2016-17 in accordance with Ind AS 101 First time adoption of Indian

Statement of Changes in Equity for the year ended 31 March 2019(a) Equity share capitalParticulars Number of Shares (Rs. in Lakhs) Balance as at 1 April 2017 60,000,000 6,000.00 Changes in equity share capital during the year 2017-18 - - Balance as at 31 March 2018 60,000,000 6,000.00 Changes in equity share capital during the year 2018-19 - Balance as at 31 March 2019 60,000,000 6,000.00 (b) Other equity (Rs. in Lakhs) Particulars Retained earningsBalance at 1 April 2017 (12,161.61)Profit/(Loss)fortheyear (32.62)Othercomprehensiveincomefortheyear - Total comprehensive income for the year (32.62)Balance at 31 March 2018 (12,194.23)Profit/(Loss)fortheyear (240.06)Othercomprehensiveincomefortheyear - Total comprehensive income for the year (240.06)Balance at 31 March 2019 (12,434.29)

Nature and purpose of reservesRetained earningsRetained earnings represents accumulated earnings and losses of the Company.


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Accounting Standards. The transition was carried out from Generally Accepted Accounting Principles in India (Indian GAAP) as prescribed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, which was the “Previous GAAP”.

The Company’s presentation and functional currency is INR. All values are rounded to the nearest Lakh (Rs. Lakh), except where otherwise indicated.

The Financial Statements were authorized for issue in accordance with a resolution of the directors on 25 April 2019.

The Company was formed as a special purpose vehicle for undertaking the exploration activities in the block “JPDA 06-103” awarded by the Autoridade Nacional do Petroleo e Minerais (ANPM) of Timor Leste in which Company currently holds 20% Participating Interest (P.I.). Thus, Production Sharing Contract (“PSC”) entered in relation to the Block is critical to the business model and existence of the Company since the participating interest in the Block represented the sole operations of the Company. The Company as a part of the consortium has initiated the process to discontinue exploration in the Block and has completely ceased operations and has no alternative business plans. The Company is not exploring any other alternatives.

Duetotheabovefactors,thedirectorshavedecidedtopreparethefinancialstatementson a basis other than that of a going concern and the following policies were implemented:

(a) Non-current and current assets, shown at carrying value or fair value less costs to sell whichever is lower.

(b) Liabilities measured at their carrying value or, if higher, the value at which they are expected to be discharged. Accordingly, loan received from BPRL is measured at the carrying amount till such obligations are discharged, cancelled or expired.

2.2 Use of Judgement and Estimates

InpreparingfinancialstatementsinconformitywithIndAS,managementhasmadejudgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

In particular, information about significant areas of estimates and judgments inapplying accounting policies that have themost significant effect on the amountsrecognizedinthefinancialstatementsareasbelow:

Assumptions and estimation uncertainties

Informationaboutassumptionandestimationuncertaintiesthathaveasignificantriskof resulting in a material adjustment in the year ending 31 March 2019 is included in below notes:

- Note3–impairmentofnonfinancialasset:keyassumptionsunderlyingrecoverableamounts including the recoverability of expenditure on intangible asset under development.


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- Note 11 - recognition and measurement of provisions: key assumptions about the likelihoodandmagnitudeofanoutflowofresources.

- Note13–evaluationofrecoverabilityofdeferredtaxassets

2.3 Segment reporting

An operating segment is one whose operating results are regularly reviewed by the entity’sChiefOperatingDecisionMaker(CODM)tomakedecisionsaboutresourcesto be allocated to the segment and assess its performance.

The Company has identified the chief operating decisionmaker as itsManagingDirector.

TheCODMreviewsperformanceofexplorationandproductionbusinessonanoverallbusiness level. As the Company has a single reportable segment, the segment wise disclosurerequirementsofIndAS108onOperatingSegmentisnotapplicable.

2.4 Oil and natural gas producing activities

2.4.1 Acquisition costs such as costs incurred to purchase, lease or otherwise acquire a property or mineral right proved or unproved are capitalised. Any pre-acquisition costs are expensed as and when incurred.

2.4.2 All costs which are directly attributable to the exploration and evaluation activities of oil and gas are capitalised as Exploratory Wells-in-Progress under “intangible assets under development”. General and administrative costs are included in the exploration and evaluation costs only to the extent that those costs can be directly attributable to the related exploration and evaluation assets. In all other cases, these costs are expensed as incurred.

2.4.3 TheCompany classifies the acquisition costs, explorationand evaluationassets astangible asset or intangible asset according to nature of assets acquired.

2.4.4 Once the technical feasibility and commercialviabilityof extractingoil andgas isdeterminable,explorationandevaluationassetsareclassifiedasDevelopmentWells-in-Progress under “intangible assets under development”. Exploration and evaluation asset is assessed for impairment, and impairment loss if any, is recognized, before such reclassification.Subsequentdevelopmentcostsarecapitalisedasandwhenincurred.

2.4.5 When a block or cost centre is ready to commence commercial production, the capitalisedcostsreferredabovearereclassifiedascompletedwellsorproducingwellsfrom capital work in progress or intangible assets under development as the case may be. The cost centre is not normally smaller than a country except where warranted by majordifferenceineconomic,fiscalorotherfactorsinthecountry.

2.4.6 When the block or cost centre in which the above mentioned cost are capitalised, does notresultindiscoveryofprovedoilandgasresourcesfromallwellsidentifiedintheblock or cost centre, accumulated cost is charged as an expense. Expenditure incurred on exploratory blocks or cost centre which are written off in past and start producing subsequently are not reinstated.

2.4.7 Depletion charge is calculated on the capitalised cost according to the unit of production method.Thedepreciationchargeortheunitofproduction(UOP)chargeforallcostswithinacostcentreiscalculatedbymultiplyingtheUOPratewiththeproduction


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fortheperiod.TheUOPrateforcomputingdepreciationchargefortheacquisitioncostwithinafield isarrivedatbydividing theacquisitioncostof thefieldby theProvedOilandGasReservesandforallcapitalisedcostexcludingacquisitioncostbydividingthedepreciationbaseofthecostcentrebytheProvedDevelopedOilandGas Reserves. The depreciation base of a cost centre includes gross block of the cost centre and estimated site restoration expenditure and is reduced by the accumulated depreciation and accumulated impairment charge of the cost centre. The estimates of proved reserves used are based on the latest technical assessment available with the Company.

2.4.8 The Company recognizes the obligations for removal and restoration that are incurred during a particular period as a consequence of having undertaken the exploration for and evaluation of mineral resources. The Company capitalises as part of property, plant and equipment or intangible asset, as the case may be, the amount of provision required to be created for subsequent abandonment. The provision for estimated abandonment costs is made at current prices considering the environment and social obligations, terms of mining lease agreement, industry practice, etc. Where the effect of the time value of money is material, the amount of the provision is the present value of the expenditures expected to be required to settle the obligation. The discount rate (orrates)ispre-taxrate(orrates)thatreflectcurrentmarketassessmentsofthetimevalueofmoneyandtherisksspecifictothe liability.Wherethere isuncertaintyoftiming on incurrence of the expenditure, time value of money is not considered while providing for the obligations. Changes in the measurement of existing abandonment coststhatresult fromchangesintheestimatedtimingoramountoftheoutflowofresourcesembodyingeconomicbenefitsrequiredtosettletheobligationorachangeinthediscountrateisaddedto,ordeductedfromtherelatedfieldinthecurrentperiodand is considered for necessary depletion (depreciation) prospectively. The change in the estimated provision due to the periodic unwinding of the discount is recognized instatementofprofitandlossasitoccurs.

2.4.9 Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. Impairment test is performed in accordance with theproceduresgivenbelowforimpairmentofnon-financialassets.Impairmentloss,if any is recognized as an expense.

2.4.10 The Company allocates exploration and evaluation assets to cash generating units or group of cash generating units for the purpose of assessing such assets for impairment.

2.4.11 Incaseanentity,sellsapartofitsinterestinafield,gainorlossisrecognisedinthestatementofprofitandloss,exceptthatnogainisrecognisedatthetimeofsuchsaleifsubstantial uncertainty exists about the recovery of the costs applicable to the retained interest or the entity has substantial obligation for future performance. The gain in such a situation (for example, in the exploratory phase) is treated as recovery of cost relatedtothatfield.

2.5 Fair Value measurement

2.5.1 The Company measures financial instruments i.e. financial assets and financialliabilities at fair value on initial recognition.


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2.5.2 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has accessatthatdate.Thefairvalueofaliabilityreflectsitsnon-performancerisk

2.5.3 A number of the Company’s accounting policies and disclosures require the measurementoffairvalues,forbothfinancialandnon-financialassetsandliabilities.

2.5.4 Whenoneisavailable,theCompanymeasuresthefairvalueofanfinancialinstrumentusing the quoted price in an active market for that instrument. A market is regarded as activeistransactionsfortheassetorliabilitytakeplacewithsufficientfrequencyandvolume to provide pricing information on an ongoing basis.

2.5.5 If there is no quoted price in an active market, then the Company uses a valuation technique that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

2.5.6 The best estimate of the fair value of a financial instrument on initial recognitionisnormally the transactionprice – i.e. the fairvalueof the considerationgivenorreceived. If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique forwhichanyunobservable inputsare judgedtobe insignificant inrelation to themeasurement,thenthefinancialinstrumentisinitiallymeasuredatfairvalue,adjustedto defer the difference between the fair value on initial recognition and the transaction price.Subsequentlythatdifferenceisrecognisedinprofitorlossonanappropriatebasis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

2.6 Classification of Income/Expenses

Prepaid expenses upto Rs. 5 Lakh in each case, are charged to revenue as and when incurred.

2.7 Foreign Currency Transactions

2.7.1 Monetary items:

• Transactionsinforeigncurrenciesareinitiallyrecordedattheirrespectivespotratesatthedatethetransactionfirstqualifiesforrecognition.

• Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedatspotrates of exchange prevailing at the reporting date.

• Exchange differences arising on settlement or translation of monetary items arerecognisedinstatementofprofitorlosseitherasprofitorlossonforeigncurrencytransaction and translation.

2.7.2 Non – Monetary items:

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.


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2.8 Provisions, Contingent Liabilities and Capital Commitments

2.8.1 Capital Commitments, Contingent Liabilities are disclosed for only if the amount exceeds Rs. 5 Lakh in each case.

2.8.2 Provisions are recognized when there is a present obligation (legal or constructive) as a resultofapastevent,itisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligationandareliableestimatecanbemadeofthe amount of the obligation

2.8.3 Theexpensesrelatingtoaprovisionispresentedinthestatementofprofitandlossnetof any reimbursement.

2.8.4 If the effect of the time value of money is material, provisions are discounted using a currentpre-taxratethatreflects,whenappropriate,therisksspecifictotheliability.When discounting is used, the increase in the provision due to the passage of time is recognizedasafinancecost.

2.8.5 Contingentliabilitiesarepossibleobligationswhoseexistencewillonlybeconfirmedby future events not wholly within the control of the Company, or present obligations whereitisnotprobablethatanoutflowofresourceswillberequiredortheamountoftheobligationcannotbemeasuredwithsufficientreliability.

2.8.6 Contingentliabilitiesarenotrecognizedinthefinancialstatementsbutaredisclosedunlessthepossibilityofanoutflowofeconomicresourcesisconsideredremote.

2.9 Financial Assets

2.9.1 Classification

TheCompanyclassifiesfinancialassetsassubsequentlymeasuredatamortisedcost,fairvaluethroughothercomprehensiveincomeorfairvaluethroughprofitorlossonthebasisofitsbusinessmodelformanagingthefinancialassetsandthecontractualcashflowcharacteristicsofthefinancialasset.

2.9.2 Initial recognition and measurement

Allfinancialassets(notmeasuredsubsequentlyatfairvaluethroughprofitorloss)are recognised initially at fair value plus transaction costs that are attributable to the acquisitionof thefinancialasset.Purchasesor salesoffinancialassets that requiredelivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

2.9.3 Debt instruments

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• Theassetisheldwithinabusinessmodelwhoseobjectiveistoholdassetsforcollectingcontractualcashflows,and

• Contractualtermsoftheassetgiveriseonspecifieddatestocashflowsthataresolelypayments of principal and interest (SPPI) on the principal amount outstanding.


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Afterinitialmeasurement,suchfinancialassetsaresubsequentlymeasuredatamortisedcost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium and fees or costs that are an integral part oftheEIR.TheEIRamortisationisincludedinfinanceincomeintheprofitorloss.

Debt instruments includedwithin the fair value through profit and loss (FVTPL)category are measured at fair value with all changes recognized in the statement of profitandloss.

2.9.4 Derecognition

Afinancialasset(or,whereapplicable,apartofafinancialassetorpartofagroupofsimilarfinancialassets)isprimarilyderecognised(i.e.removedfromtheCompany’sbalance sheet) when -

• Therightstoreceivecashflowsfromtheassethaveexpired,or

• TheCompanyhastransferreditsrights toreceivecashflowsfromtheassetorhasassumedanobligationtopaythereceivedcashflowsinfullwithoutmaterialdelaytoa third party under a ‘pass-through’ arrangement; and either:

- The Company has transferred substantially all the risks and rewards of the asset, or

- The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

2.9.5 Impairment of financial assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) modelformeasurementandrecognitionofimpairmentlossonthefollowingfinancialassets and credit risk exposure:

Financial assets that are debt instruments, and are measured at amortised cost such as bank balance.

2.10 Financial Liabilities

2.10.1 Classification

TheCompanyclassifiesallfinancialliabilitiesassubsequentlymeasuredatamortisedcost,exceptforfinancialliabilitiesatfairvaluethroughprofitorloss.Borrowingfromparentcompanyissubsequentlymeasuredatfairvaluethroughprofitorloss.

2.10.2 Initial recognition and measurement

TheCompanyclassifiesallfinancialliabilitiesassubsequentlymeasuredatamortisedcost,exceptforfinancialliabilitiesatfairvaluethroughprofitorloss.

2.10.3 Subsequent Measurement of Loans and borrowings

After initial recognition, loans and borrowings are subsequently measured at amortised costusingtheEIRmethod.GainsandlossesarerecognisedinStatementofProfitandLoss when the liabilities are derecognised.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation isincludedasfinancecostsintheStatementofProfitandLoss.


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2.10.4 Derecognition

Afinancialliabilityisderecognisedwhentheobligationundertheliabilityisdischargedor cancelledor expires.Whenanexistingfinancial liability is replacedbyanotherfrom the same lender on substantially different terms, or the terms of an existing liabilityare substantiallymodified, suchanexchangeormodification is treatedasthe derecognition of the original liability and the recognition of a new liability. The differenceintherespectivecarryingamountsisrecognisedintheStatementofProfitand Loss.

2.11 Offsetting of financial instruments

Financialassetsandfinancialliabilitiesareoffsetandthenetamountisreportedinthe balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

2.12 Joint operations

The Company had Joint operations in the nature of Production Sharing Contracts (PSC) for exploration, development and production activities.

InaccordancewithIndAS111on“JointArrangements”,thefinancialstatementsofthe Company includes the Company’s share in the assets, liabilities, incomes and expensesrelatingtojointoperationsbasedonthefinancialstatementsreceivedfromthe operator.

The income, expenditure, assets and liabilities of the Jointly Controlled Assets are merged on line by line basis according to the participating interest with the similar itemsinthefinancialstatementsoftheCompany.

2.13 Taxes on Income

2.13.1 Current Tax

Income-tax Assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the time of reporting.

CurrentTaxrelating to itemsrecognisedoutside theStatementofProfitorLoss isrecognised outside the statement of Profit or Loss (either in other comprehensiveincome or in equity). Current Tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

2.13.2 Deferred tax

Deferred tax is provided using the balance sheet method on temporary differences betweenthetaxbasesofassetsandliabilitiesandtheircarryingamountsforfinancialreporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognisedtotheextentthatitisprobablethattaxableprofitwillbeavailableagainstwhich the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.


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The carrying amount of deferred tax assets is reviewed at each reporting date and reducedtotheextentthatit isnolongerprobablethatsufficienttaxableprofitwillbe available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extentthatithasbecomeprobablethatfuturetaxableprofitswillallowthedeferredtax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferredtaxrelatingtoitemsrecognisedoutsidestatementofprofitorlossisrecognisedoutsidestatementofprofitorloss(eitherinothercomprehensiveincomeorinequity).Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.14 Earnings per share

Basicanddilutedearningspersharearecalculatedbydividingthenetprofitorlossfor the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

2.15 Cash and Cash equivalents

Cash and cash equivalents in the Balance Sheet include cash at bank, cash, cheque, draft on hand and demand deposits with an original maturity of less than three months, whicharesubjecttoaninsignificantriskofchangesinvalue.

For the purpose of Statement of Cash Flows, Cash and cash equivalents include cash at bank, cash, cheque and draft on hand. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

2.16 Classification of Assets and Liabilities as Current and Non-Current:

Allassetsandliabilitiesareclassifiedascurrentornon-currentaspertheCompany’snormal operating cycle (considered at 12 months) and other criteria set out in Schedule III of the Act.

2.17 Cash Flows

Cashflowsarereportedusingtheindirectmethod,wherebynetprofitbeforetaxisadjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associatedwith investing or financing cashflows. The cashflows fromoperating,investingandfinancingactivitiesaresegregated.


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Notes forming part of the Financial Statements

Note 3 Intangible assets under development (` in Lakhs)

Description As at 31 March 2019

As at 31 March 2018

Exploratory Wells-in-Progress:Acquisition Cost 81.79 81.79

Exploration Cost- Geological & Geophysical Cost 2,768.40 2,768.40 - Drilling Cost 5,671.14 5,671.14 - General & Administrative Cost 486.99 415.32

Total (A) 9,008.32 8,936.65

Less: Provision for impairment (B) 9,008.32 8,936.65 Intangible assets under development (A-B) - -

Impairment

TheCompanyhasaNon-Operatorparticipating interestof20%in JPDA06-103block (ReferNote18). The exploration activity was suspended because of the uncertainty arising out of arbitration proceedings by Timor Leste Government against Government of Australia with regard to the ‘Certain Maritime Arrangements in Timor Sea’, (CMATS) Treaty. The consortium submitted formal request to Autoridade Nacional do Petroleo e Minerais (ANPM) of Timor Leste, the Regulator towards termination of Production Sharing Contract (PSC) for consent, without claim or penalty, citing expenditure in excess of commitment. ANPM rejected the consortium's offer to terminate without claim and penalty. The regulator terminated the PSC on 15th July 2015 and demanded the payment of the “liability upon termination”(ReferNote11).ThearbitrationproceedingsinthematterhavebeeninitiatedinOctober2018. In view of the termination of PSC, an amount of Rs.71.67 Lakhs, being expenditure incurred duringF.Y.2018-19hasbeenprovidedduringtheyearinthefinancialstatementstowardsimpairmentloss (31 March 2018 - Rs.20.97 Lakhs).

The Company has recognised its share of income, expenditure in the block on the basis of billing statementsprovidedbytheOperatoruptoMarch2019.

The Company does not expect to recover any amount from the underlying intangible asset under development and hence entire carrying amount is recognised as impairment loss.

(` in Lakhs)Note 4 Cash and cash equivalents

Particulars As at As at 31 March 2019 31 March 2018

Balances with Banks:OnCurrentAccount* 16.23 6.30

16.23 6.30 * Includes Rs.13.88 Lakhs (31 March 2018: Rs.3.02 Lakhs) towards share in Unincorporated Joint Venture.


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Note 5 Other financial assets (` in Lakhs)


Otherreceivables* 33.06 -

33.06 - * Represents net share in other receivables of Unincorporated Joint Venture.

Note 6 Other current assets (` in Lakhs)


Balance with government authorities 0.51 0.51

0.51 0.51

Note 7 Equity share capital (` in Lakhs)


i. Authorised 60,000,000 equity shares 6,000.00 6,000.00

ii. Issued, subscribed and paid-up 60,000,000 (previous year 60,000,000) equity shares fully paid-up 6,000.00 6,000.00

Total 6,000.00 6,000.00

iii. The Company has only one class of shares namely equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share.

iv. Reconciliation of No. of Equity Shares31 March 2019 31 March 2018

A. OpeningBalance 60,000,000 60,000,000 B. Shares Issued - - C. Shares Bought Back - - D. Closing Balance 60,000,000 60,000,000

v. Details of shareholders holding more than 5% shares31 March 2019 31 March 2018

Name of shareholder No. of shares No. of shares Bharat PetroResources Limited 59,999,940 59,999,940 Percentage of holding 100%# 100%# # 60 Shares held by Nominee Shareholders


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vi. Shares held by Holding Company (` in Lakhs)Name of shareholder 31 March 2019 31 March 2018

No. of shares No. of shares Bharat PetroResources Limited 59,999,940 59,999,940 Percentage of holding 100%# 100%# # 60 Shares held by Nominee Shareholders In the event of liquidition of the Company, the holders of equity share will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note 8 Other Equity (` in Lakhs)


Retained earnings As per last Balance Sheet (12,194.23) (12,161.61)Add:Profit/(Loss)fortheyearasperStatementofProfitandLoss (240.06) (32.62)

(12,434.29) (12,194.23)

Nature and purpose of reservesRetained earningsRetained earnings represents accumulated earnings and losses of the Company.

Note 9 Current - Other financial liabilities (` in Lakhs)


Interest free loan from Bharat PetroResources Ltd. (Parent Company)

4,007.20 3,898.20

Accrual for expenses 4.19 9.02 Payable for Legal and Professional fees - 1.19 Otherpayables* 38.49 16.06 PayabletoOperator 12.62 -

4,062.50 3,924.47 (Refer note 9 (a) for details of Dues to Micro and Small Enterprises)* Includes Rs.34.32 Lakhs (31 March 2018: Rs.13.48 Lakhs) towards share in Unincorporated Joint Venture.


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Note 9 (a)Micro and small Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came intoforcefrom2October2006,certaindisclosuresarerequiredtobemaderelatingtoMicroandSmallenterprises.Onthebasisoftheinformationandrecordsavailablethemanagement,therearenooutstandingduestotheMicroandSmallenterprisesasdefinedintheMicro,SmallandMediumEnterprises Development Act, 2006 as set out in following disclosure:

(` in Lakhs) Particulars As at

31 March 2019As at

31 March 2018Principal amount remaining unpaid to any supplier as at the period - - Interest due thereon - - The amount of interest paid by the buyer as per the Micro Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006)

- -

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed dayduringtheyear)butwithoutaddingtheinterestspecifiedunderMSMED Act, 2006

- -

Amount of interest accrued and remaining unpaid at the end of the accounting year

- -

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under the MSMED Act, 2006

- -

Note 10 Other current liabilities


Statutory Dues Payable 0.59 0.03

0.59 0.03

(` in Lakhs)


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Note 11 Short term provisions (` in Lakhs)


Contractor's liability upon termination 2,421.00 2,276.54

2,421.00 2,276.54

Movements in provisions Contractor's liability Balance as at 1 April 2017 2,269.35 Provisions made during the year - Foreignexchangefluctuation 7.19 Balance as at 31 March 2018 2,276.54 Balance as at 1 April 2018 2,276.54 Provisions made during the year - Foreignexchangefluctuation 144.46 Balance as at 31 March 2019 2,421.00

Contractor's liability upon termination

CompanyhasaNon-Operatorparticipatinginterestof20%inJPDA06-103block.Theexplorationactivity was suspended because of the uncertainty arising out of arbitration proceedings by Timor Leste Government against Government of Australia with regard to the ‘Certain Maritime Arrangements in Timor Sea’, (CMATS) Treaty, the consortium submitted formal request to Autoridade Nacional do Petroleo e Minerais (ANPM) of Timor Leste, the Regulator towards termination of Production Sharing Contract (PSC) for consent, without claim or penalty, citing expenditure in excess of commitment. ANPM rejected the consortium's offer to terminate without claim and penalty. The regulator terminated the PSC on 15th July 2015 and demanded the payment of the “liability upon termination”. Based on the notice a provision of Rs. 2,190.68 Lakhs towards Company’s share of contractor’s liability towards termination was created in the accounts of F.Y. 2014-15. This has been restated as on 31 March 2019 at the closing exchange rate i.e. Rs.69.1713 and the revised amount work out to Rs.2,421.00 Lakhs (31 March 2018 Rs.2,276.54 Lakhs). The arbitration proceedings in the matter have been initiated in October2018.Nofurtherliabilityisexpectedatthisstage.Furtheradjustment,ifany,onthisaccountwillbemadeinthefinancialstatementsuponfinalisationofthematter.


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(` in Lakhs) Note 12 Other Expenses

For the year ended

31 March 2019

For the year ended

31 March 2018 Legal and Professional Fees 5.72 0.21 Rent, Rates and Taxes 0.63 0.60 Bank Charges 0.03 0.02 ForeignExchangefluctuations(net) 159.11 8.04 Irrecoverable Service tax 2.05 1.96 Payment to Auditors * 0.85 0.82

168.39 11.65

* Payment to Auditors Audit fees 0.60 0.60 Otherservices 0.20 0.15 Outofpocketexpenses 0.05 0.07 Total 0.85 0.82

Note 13 Tax Reconciliation(a) Reconciliation of effective tax rate (` in Lakhs)

For the year ended

31 March 2019

For the year ended

31 March 2018Profit/(Loss) before tax (240.06) (32.62)Tax using the Company’s domestic tax rate of 26% (62.42) (8.40)Tax effect of:Tax losses for which no deferred income tax was recognised 2.44 1.00 Expenses not deductible for tax purposes 59.98 7.40 Income not chargeble to tax - -

- -

(b) Movement in deferred tax balances 31 March 2019Net balance1 April 2018

Recognised in profit or

loss

Recognisedin OCI

Recogniseddirectly in

equity

Net Deferred tax asset / liability

Deferred tax asset - - - - -

(c) Movement in deferred tax balances 31 March 2018Net balance1 April 2017

Recognised in profit or

loss

Recognisedin OCI

Recogniseddirectly in

equity

Net Deferred tax asset / liability

Deferred tax asset - - - - -


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The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significantmanagement judgement is required indeterminingprovision for income tax,deferredincome tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax assets.

Tax losses carried forward

Deferred tax assets have not been recognised in respect of the following items, because it is not probable thatfuturetaxableprofitwillbeavailableagainstwhichtheCompanycanusethebenefitstherefrom:

(` in Lakhs) Particulars Year Gross amount Unrecognised

tax effectExpiry date

Unabsorbed business loss 31 March 2019 9.40 2.44 2026-2027Unabsorbed business loss 31 March 2018 3.89 1.01 2025-2026Unabsorbed business loss 31 March 2017 10.11 2.63 2024-2025Unabsorbed business loss 31 March 2016 139.68 36.32 2023-2024Unabsorbed business loss 31 March 2015 20.44 5.31 2022-2023Unabsorbed business loss 31 March 2014 27.84 7.24 2021-2022Unabsorbed business loss 31 March 2013 180.83 47.02 2020-2021Unabsorbed business loss 31 March 2012 196.46 51.08 2019-2020

Note 14 Earnings per share (EPS)

BasicandDilutedEPSamountsarecalculatedbydividingtheProfit/(Loss)fortheyearattributabletoequity holders of the parent company by the weighted average number of Equity shares outstanding during the year.

i. Profit/(Loss) attributable to Equity holders of parent company (` in Lakhs)31 March 2019 31 March 2018

Profit/(Loss)attributabletoequityholdersoftheparentforbasicand diluted earnings per share

(240.06) (32.62)

ii. Weighted average number of ordinary shares (in Lakhs) 31 March 2019 31 March 2018

Weighted Average Number of shares during the year 600 600 Weighted average number of shares for basic and diluted earning per shares

600 600

Basic and Diluted earnings per share (0.40) (0.05)


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Note 15 Financial instruments1. Financial instruments – Fair values and risk management

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financialliabilities, including their levels in the fair value hierarchy. It does not include fair value information for financialassetsandfinancialliabilitiesnotmeasuredatfairvalueifthecarryingamountisareasonableapproximation of fair value.

(` in Lakhs) Carrying amount Fair value

31 March 2019 FVTPL FVTOCI Amortised Cost

Total Level 1 Level 2 Level 3 Total

Financial assetsCash and cash equivalents

- - 16.23 16.23 - - - -

Otherfinancialassets - - 33.06 33.06 - - - - - - 49.29 49.29 - - - -

Financial liabilities Othetfinancialliabilities

- - 4,062.50 4,062.50 - - - -

- - 4,062.50 4,062.50 - - - -

Carrying amount Fair value 31 March 2018 FVTPL FVTOCI Amortised

CostTotal Level 1 Level 2 Level 3 Total

Financial assets Cash and cash equivalents

- - 6.30 6.30 - - - -

- - 6.30 6.30 - - - - Financial liabilities Othetfinancialliabilities

- - 3,924.47 3,924.47 - - - -

- - 3,924.47 3,924.47 - - - -

B. Financial risk management

i. Risk management framework The Company’s board of directors has overall responsibility for the establishment and oversight of

the Company’s risk management framework. The board of directors is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits.Riskmanagementpoliciesandsystemsarereviewedregularlytoreflectchangesinmarketconditions and the Company’s activities.

TheCompanyhasexposuretothefollowingrisksarisingfromfinancialinstruments:▪ Creditrisk;▪ Liquidityrisk;and▪ Marketrisk


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Note 15 Financial instruments – Fair values and risk management (continued)

ii. Credit risk CreditriskistheriskoffinanciallosstotheCompanyifacounterpartytoafinancialinstrument

fails to meet its contractual obligations, and arises principally from the Company’s cash and cash equivalent kept with banks. The Company's bank balance also includes it's share in operator of JPDA Block bank balance. The Company keeps its funds in scheduled banks, in India.

Themaximumexposure to credit risk incaseofall thefinancial instuments coveredbelow isresticted to their respective carrying amount.

Cash and cash equivalents The Company held cash and cash equivalents with banks with good credit ratings.

iii. Liquidity risk LiquidityriskistheriskthattheCompanywillencounterdifficultyinmeetingtheobligations

associatedwith its financial liabilities that are settled by delivering cash or another financialasset.TheholdingcompanywillcontinuetoprovidesuchfinancialsupporttotheCompanyasisnecessary to meet the Company's debts and liabilities, both present as well as in the future, as and when they fall due for payment in the normal course of business.

TheCompanyhasnotavailedanycreditfacilitiesfrombanksandfinancialinstitutions.

Exposure to liquidity risk The tablebelowanalyses theCompany'sfinancial liabilities into relevantmaturitygroupings

based on their contractual maturities for all nonderivativefinancialliabilities.

(` in Lakhs) 31 March 2019 Carrying

amountContractual cash flows

Total Upto 1 year

1-3 years 3-5 years More than 5 years

Non-derivative financial liabilitiesOtherfinancialliabilities 4,062.50 4,062.50 4,062.50 - - -

31 March 2018 Carrying amount

Contractual cash flows Total Upto 1

year 1-3 years 3-5 years More than

5 years Non-derivative financial liabilitiesOtherfinancialliabilities 3,924.47 3,924.47 3,924.47 - - -

iv. Market risk Market risk is the risk that changes in market prices such as foreign exchange rates will affect the

Company’sincomeorthevalueofitsholdingsoffinancialinstruments.Marketriskisattributabletoallmarketrisksensitivefinancialinstrumentsincludingforeigncurrencyreceivablesandpayables.The Company is exposed to market risk primarily related to foreign exchange rate risk. Thus, the Company's exposure to market risk is a function of operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in foreign currency costs.


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Note 15 Financial instruments – Fair values and risk management (continued)

Currency risk The Company is exposed to currency risk on account of its operating. The functional currency of

the Company is Indian Rupee. The exchange rate between the Indian rupee and foreign currencies haschangedsubstantially inrecentperiodsandmaycontinuetofluctuatesubstantially inthefuture.

The Company has not taken derivative instruments to hedge the foreign currency risk. However, theCompanycontinuouslymonitorsthefluctuationincurrencyriskandensuresthattheCompanydoesnothaveadverseimpactonaccountoffluctuationinexchangerates.

Exposure to currency risk The currency profile of financial assets and financial liabilities as at 31 March 2019 and

31 March 2018 are as below:

(` in Lakhs) Total 31 March 2019 31 March 2019

USD AUDFinancial assets Cash and cash equivalents 13.88 13.88 - Otherfinancialassets 33.06 33.06 - Financial liabilities Otherfinancialliabilities 49.14 46.94 2.20 Net exposure (Assets - Liabilities) (2.20) - (2.20)

(` in Lakhs) Total 31 March 2018 31 March 2018

USD AUDFinancial assets Cash and cash equivalents 3.02 3.02 - Financial liabilities Otherfinancialliabilities 22.36 13.48 8.87 Net exposure (Assets - Liabilities) (19.34) (10.46) (8.87)


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Note 15 Financial instruments – Fair values and risk management (continued)Sensitivity analysisA reasonable possible strenghtening / weakening of the respective foreign currencies with respect to functional currency of Companywouldresultinincreaseordecreaseinprofitorlossasshownintablebelow. This analysis assumes that all other variables, in particular interest rates, remain constant. The following analysis has been worked outbasedontheexposuresasofthedateofstatementsoffinancialposition.

Effect on Profit or loss (before tax) Strengthening / Weakening %

(` in Lakhs)Strengthening Weakening

31 March 2019

USD 3% - - AUD 5% (0.11) 0.11

(0.11) 0.11

Effect on Profit or loss (before tax) Strengthening / Weakening %

(` in Lakhs)Strengthening Weakening

31 March 2018

USD 3% (0.31) 0.31 AUD 5% (0.44) 0.44

(0.75) 0.75

Interest rate riskInterest rate risk can be either fairvalueinterestrateriskorcashflowinterestraterisk.Fairvalueinterestrateriskistheriskofchangesinfairvaluesoffixedinterestbearinginvestmentsbecauseoffluctuationsintheinterestrates,incaseswheretheborrowingsaremeasuredatfairvaluethroughprofitorloss.Cashflowinterestrateriskistheriskthatthefuturecashflowsoffloatinginterestbearinginvestmentswillfluctuatebecauseoffluctuationsintheinterestrates.

Thecompanydoesnothaveanyinterestbearingfinancialassetsorfinancialliabilities,andthereforethe company is not exposed to interest rate risk.

Note 16 Capital Commitments and Contingent Liabilities: (` in Lakhs)

31 March 2019 31 March 2018(a) Capital Commitments Estimated amount of contracts remaining to be executed on

capital account and not provided for - -

(b) Contingent Liabilities - -


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Note 17 Related party disclosures:

a) Related Party relationships

1. Ultimate Holding Company: Bharat Petroleum Corporation Limited

2. Holding Company: Bharat PetroResources Limited

3. Key Management Personnel:i) Shri Ajay Kumar V., Directorii) ShriPankajKumar,DirectorandChiefFinanceOfficeriii) Shri S.M. Easwaran, Director upto 2 August 2018.iv) Smt. Barnali Tokhi, Director w.e.f. 30 June 2017v) Shri Milind S. Patke, Director upto 1 July 2017vi) Shri Satheesh Kumar K. V., Director w.e.f. 31 July 2018

b) Transactions with Related Party: In accordance with the paragraph 25 of Ind AS 24 “Related Party Disclosures”, the company

is exempt from the disclosure requirements of in relation to related party transactions and outstanding balances with government and government related entity. Hence transactions and outstanding balances with Holding and Ultimate Holding company are not disclosed.

Note 18 Joint Operations

TheCompanycurrentlyhasa20%(P.Y.20%)Non-Operatorparticipatinginterestinajointarrangementin relation to JPDA 06-103 block which was was awarded to consortium in the year 2006 by the Autoridade Nacional do Petroleo e Minerais (ANPM) of Timor Leste.

The principal place of the joint operation is in East Timor.

The exploration activity was suspended because of the uncertainty arising out of arbitration proceedings by Timor Leste Government against Government of Australia with regard to the ‘Certain Maritime Arrangements in Timor Sea’, (CMATS) Treaty, the consortium submitted formal request to Autoridade Nacional do Petroleo e Minerais (ANPM) of Timor Leste, the Regulator towards termination of Production Sharing Contract (PSC) for consent, without claim or penalty, citing expenditure in excess of commitment. ANPM rejected the consotium's offer to terminate without claim and penalty. The regulator terminated the PSC on 15th July 2015 and demanded the payment of the “liability upon termination”. Also, Refer Note 3 & Note 11.

Significantjudgement:ClassificationofJointArrangement

The joint arrangement agreements require consent from all parties by the operator for all relevant activities. The partners have direct rights to the assets and jointly and severally liable for the liabilities incurred.ThisisthereforeclassifiedasajointoperationandtheCompanyrecognisesitsdirectrighttothe jointly held assets, liabilities, revenues and expenses.


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(` in Lakhs)

Reference 31 March 2019 31 March 2018

Assets Note No. 4 & 5 46.94 3.02

Liabilities Note No. 9 34.32 13.48

Income - - -

Expenses - - -

Note 19During the year, there were no employees on the payroll of the Company.

Note 20ForeignExchangedifferences(net)ofRs.159.11LakhshavebeendebitedtostatementofProfit&Loss.(31 March 2018: Rs.8.04 Lakhs).

Note 21Exchange Rate - 1 USD = INR 69.1713 & 1 AUD = INR 48.95 as at 31 March 2019

Exchange Rate - 1 USD = INR 65.0441 & 1 AUD = INR 49.96 as at 31 March 2018

Exchange Rate - 1 USD = INR 64.8386 & 1 AUD = INR 49.56 as at 31 March 2017.

Note 22 Changes in liabilities arising from financing activities (` in Lakhs)

Non-current borrowings

Total

As at 1 April 2017 3,888.20 3,888.20

Cash Flows 10.00 10.00

As at 31 March 2018 3,898.20 3,898.20

Cash Flows 109.00 109.00

As at 31 March 2019 4,007.20 4,007.20

Note 23 Standards issued but not yet effective

In March 2019, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2019 notifying Ind AS 116 "Leases", which replaces Ind AS 17 and is effective from 1 April 2019. The core principle of this standard is that in case of a lessee most of the leases are to be recognised in the balance sheet as Right of use asset on the asset side and lease liability on liability side of balance sheet. The new standard also provides two broad alternative transition options- Retrospective method and cumulative effect method. The Company is in the process of evaluating the impact of new leases standard.



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Note 24

Figures of 31 March 2018 have been regrouped wherever necessary, to conform to current year presentation.


For and on behalf of B D G & Associates Chartered Accountants Sd/- Sd/- FRN. 119739W Ajay Kumar V. Pankaj Kumar Director Director&CFO DIN No. 05160445 DIN No. 07245781




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BHARAT PETRORESOURCES JPDA LIMITEDCorporateIdentificationNo.(CIN)–U23209MH2006GOI165279

RegisteredOffice:BharatBhavan,4&6CurrimbhoyRoad,BallardEstate,Mumbai400001 Tel 022-22713000 Fax 022-22713874

ATTENDANCE SLIP

(To be presented at the entrance)

12th ANNUAL GENERAL MEETING ON 20 August 2019 at 11.30 hrs at ‘E’ wing, 09th Floor, Maker Towers, Cuffe Parade, Mumbai - 400 005.

Folio No.________________________________________ No. of Shares held._________________

Name of the Shareholder/Proxy holder _______________________________________________

I /We hereby record my/our presence at the 12th Annual General Meeting of the Company on 20 August 2019 at 11.30 hrs, at ‘E’ wing, 09th Floor, Maker Towers, Cuffe Parade, Mumbai - 400 005.

____________________________ Signature of the Member/Proxy


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BHARAT PETRORESOURCES JPDA LIMITEDPROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)CorporateIdentificationNo.(CIN)– U23209MH2006GOI165279Name of the Company Bharat PetroResources JPDA LtdRegisteredOffice BharatBhavan,4&6CurrimbhoyRoad,BallardEstate,Mumbai400001

Tel 022-22714000 Fax 022-22713874Name of the Member(s) : ...............................................................................................................................Registered address : ...............................................................................................................................Email Id : ...............................................................................................................................Folio No./Client ID : ...............................................................................................................................DP ID : ...............................................................................................................................

I / We, being the member(s) of …………Shares of Bharat PetroResources JPDA Limited, hereby appoint

1. Name:………………………................................................................………............................................................ Address: ....................................................................................................................................................................... E-mail ID …………………….…………………………...Signature…………......................................................... or failing him2. Name:………………………................................................................………............................................................ Address: ....................................................................................................................................................................... E-mail ID …………………….…………………………...Signature…………......................................................... or failing him3. Name:………………………................................................................………............................................................ Address: ....................................................................................................................................................................... E-mail ID …………………….…………………………...Signature………….........................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 12th Annual General Meeting of the Company to be held on 20 August 2019 at 11.30 hrs at ‘E’ wing, 09th Floor, Maker Towers, Cuffe Parade, Mumbai - 400 005, and at any adjournment thereof in respect of such resolutions as are indicated below:

1. To receive, consider and adopt the Audited Financial Statements (including the audited Consolidated Financial Statements) of the Company for the Financial Year ended 31 March 2019, the reports of the Board of Directors and Statutory Auditors.

2. To appoint a Director in place of Smt. Barnali Barua Tokhi (DIN No. 07850177) who retires by rotation. Smt. Barnali Barua Tokhi, being eligible, offers herself for re-appointment.

3. Appointment of Shri Vivek Vinodkumar Maheshwari (DIN [08510478]) as Director

Signed this …....…… day of ………………. 2019 Signature of shareholder.................................................Signature of Proxyholder(s)................................................

NOTE: This form of Proxy in order to be effective should be duly completed and deposited at the Registered OfficeoftheCompanynotlessthan48hoursbeforethecommencementofthemeeting.

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