Annual Report 2006
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ANNUAL REPORT 2005 - 2006 Vision To be a vibrant, growth oriented energy company of national standing and global reputation having core competencies in Refining and Marketing of petroleum products committed to attain sustained excellence in performance, safety standards, customer care and environment management and to provide a fillip to the development of the region. Mission • Develop core competencies in Refining and Marketing of petroleum products with a focus on achieving international standards on safety, quality and cost. • Maximise wealth creation for meeting expectations of stakeholders. • Create a pool of knowledgeable and inspired employees and ensure their professional and personal growth. • Contribute towards the development of the region. Notice to Shareholders 5 Performance Profile 10 Directors' Report 19 Annexures to Directors' Report 41 Report on Corporate Governance 45 Comments of the Comptroller & Auditor General of India 57 Auditors' Report 63 Annexures to Auditors' Report 65 Balance Sheet 68 Profit & Loss Account 69 Schedules 70 Cash Flow Statement 91 Human Resource Accounting 94 Social Accounts 95 Shri Ashok Sinha Chairman Shri B. K. Das Shri T. K. Anantha Kumar Shri Dipak Chakravarty Shri R. C. Choudhary Managing Director Director (Finance) Director (Technical) Director (Technical) (w.e.f. 04-08-06) Upto 31-07-06) Shri J. P. Rajkhowa Shri P. C. Sharma Shri H. S. Das Shri C. B. Singh Shri Swam Singh Director Director Director Director Director (w.e.f. 26-07-06) (w.e.f. 26-07-06) (Upto 31-07-06) Shri S. A. Narayan Shri S. Radhakrishnan Shri R. K. Singh Shri S. K. Joshi Shri B. K. Menon Director Director Director Director Director (w.e.f. 04-04-06) (w.e.f. 04-04-06) (Upto 21-08-2006) Shri M. Rohatgi Shri B. Sam Bob Director Observer - OIDB (Upto 30-09-06) Bankers State Bank of India United Bank of India Canara Bank UCO Bank Standard Chartered Bank Auditors Messrs U. C. Majumdar & Co. Guwahati - 781 001. Refinery Unit Pankagrant Numaligarh Refinery Complex Golaghat District, Assam Pin : 785699 Co-ordination Office Tolstoy House, 6th Floor 15 - 17 Tolstoy Marg New Delhi - 110 001 Registered Office 147, Udayan R. G. Baruah Road Guwahati - 781 005 ANNUAL REPORT 2005 - 2006 ANNUAL REPORT 2005 - 2006 Notice to Shareholders Notice is hereby given that the 13th Annual General Meeting of the Shareholders of Numaligarh Refinery Limited will be held in the Conference Hall of Hotel Brahmaputra Ashok, M.G.Road, Guwahati-781001 on Friday, the 22nd September, 2006 at 3.00 P.M. to transact the following Ordinary Business and Special Business. A. Ordinary Business 1. To receive and adopt the Directors’ Report along with the addendum thereto and the Report on Corporate Governance, the Audited Profit & Loss Account for the year ended 31st March, 2006 and the Balance Sheet as at that date with the Reports of the Statutory Auditors and the Comments and the Review of the Comptroller and Auditor General of India thereon. 2. To declare dividend. 3. To appoint a Director in place of Shri Ashok Sinha, who retires by rotation in pursuance of Section 256 of the Companies Act, 1956. Shri Ashok Sinha, being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Shri S. Radhakrishnan, who retires by rotation in pursuance of Section 256 of the Companies Act, 1956. Shri S. Radhakrishnan, being eligible, offers himself for re-appointment. B. Special Business 5. Appointment of Director To consider and if thought fit, to pass the following Resolution, with or without modifications, as an Ordinary Resolution : “RESOLVED that Shri R. K. Singh, Director (Refineries), Bharat Petroleum Corporation Limited (BPCL) be and is hereby appointed as a Director of the Company.” 6. Appointment of Director To consider and if thought fit, to pass the following Resolution, with or without modifications, as an Ordinary Resolution:- “RESOLVED that Shri S. K. Joshi, Director (Finance), Bharat Petroleum Corporation Limited (BPCL) be and is hereby appointed as a Director of the Company.” 7. Appointment of Director To consider and if thought fit, to pass the following Resolution, with or without modifications, as an Ordinary Resolution : “RESOLVED that Shri J. P. Rajkhowa, IAS (Retd.), former Chief Secretary to the Govt. of Assam, be and is hereby appointed as a Director of the Company.” ANNUAL REPORT 2005 - 2006 8. Appointment of Director To consider and if thought fit, to pass the following Resolution, with or without modifications, as an Ordinary Resolution : “RESOLVED that Shri C. B. Singh, Joint Adviser (Fin. I), Govt. of India, Ministry of Petroleum & Natural Gas, be and is hereby appointed as a Director of the Company.” 9. Appointment of Director To consider and if thought fit, to pass the following Resolution, with or without modifications, as an Ordinary Resolution : “RESOLVED that Shri Dipak Chakravarty be and is hereby appointed as a Director of the Company.” Registered Office: By Order of the Board of Directors 147, Udayan, Sd/- R.G. Baruah Road, H. K. Sarmah Guwahat- 781005 Company Secretary Date: 31-08-2006 Notes: 1. Explanatory statements under Section 173 of the Companies Act,1956, in respect of the above items of Special Business is annexed hereto. 2. A member entitled to attend and vote at the 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, in order to be effective, should be duly completed & affixed with the revenue stamp and be deposited at the Registered Office of the Company not less than forty eight hours before commencement of the Meeting. 3. In order to help us in providing appropriate answers backed by relevant financial data, the shareholders may please send their queries that they would desire to raise at the AGM at least one week in advance to the Company Secretary at the Registered Office. ANNUAL REPORT 2005 - 2006 Explanatory Statements for the Special Business pursuant to Section 173 of the Companies Act, 1956 : Following are the Explanatory Statements in respect of item No. 5 to 9 of the Special Business indicated in the Notice dated 31-08-2006. Item No.5: Appointment of Director Shri R. K. Singh, Director (Refineries), Bharat Petroleum Corporation Limited was appointed as Additional Director by the Board of Directors pursuant to Article 85 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 4th April, 2006. Shri R. K. Singh, being an Additional Director, will hold office till the date of the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing the name of Shri R. K. Singh as Director of the Company. A brief resume of Shri R. K. Singh is provided separately in the Corporate Governance Report enclosed to the Directors’ Report. The Directors recommend appointment of Shri R. K. Singh as Director of the Company. Except Shri R. K. Singh, no other Director is interested or concerned in the Resolution. Item No. 6: Appointment of Director Shri S. K. Joshi, Director (Finance), Bharat Petroleum Corporation Limited was appointed as Additional Director by the Board of Directors pursuant to Article 85 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 4th April, 2006. Shri S. K. Joshi, being an Additional Director, will hold office till the date of the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act,1956 from a member proposing the name of Shri S. K. Joshi as Director of the Company. A brief resume of Shri S. K. Joshi is provided separately in the Corporate Governance Report enclosed to the Directors’ Report. The Directors recommend appointment of Shri S. K. Joshi as Director of the Company. Except Shri S. K. Joshi, no other Director is interested or concerned in the Resolution. Item No.7: Appointment of Director Shri J. P. Rajkhowa, IAS (Retd.), former Chief Secretary to the Govt. of Assam was appointed as Additional Director by the Board of Directors pursuant to Article 85 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 26th July, 2006. Shri J. P. Rajkhowa, being nominated by the Government as Non-Official part-time Director on the Board of the Company shall hold office for a period of 3 years w.e.f. the date of his appointment as Additional Director in accordance with the intention of the Govt. of India. Shri J. P. Rajkhowa, being an Additional Director, will hold office till the date of the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing the name of Shri J. P. Rajkhowa as Director of the Company. A brief resume of Shri J. P. Rajkhowa ANNUAL REPORT 2005 - 2006 is provided separately in the Corporate Governance Report enclosed to the Directors’ Report. The Directors recommend appointment of Shri J. P. Rajkhowa as Director of the Company. Except Shri J. P. Rajkhowa, no other Director is interested or concerned in the Resolution. Item No. 8: Appointment of Director Shri C. B. Singh, Joint Adviser (Fin.I), Govt. of India, Ministry of Petroleum & Natural Gas was appointed as Additional Director by the Board of Directors pursuant to Article 85 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 w.e.f. 26th July, 2006 in accordance with the intention of the Govt.