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NAGARJUNA OIL REFINERY LIMITED

Board of Directors

K S Raju

Chairman

Chandra Pal Singh Yadav

Nominee of KRIBHCO

Dr. N.C.B. Nath

S R Ramakrishnan

Lalitha Raghuram

  • K. Rahul Raju

  • K. Soma Raju

Manager

NAGARJUNA OIL REFINERY LIMITED Board of Directors K S Raju Chairman Chandra Pal Singh Yadav Nominee

Registered Office

D.No.8-2-248

Nagarjuna Hills, Punjagutta Hyderabad - 500 082 INDIA

CIN : L23200AP2010PLC071242

Website

www.norl.co.in

Auditors

M/s. M Bhaskara Rao & Co.,

Chartered Accountants Hyderabad - 500 082

Ankita Mathur

Company Secretary

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED
NOTICE
NOTICE

NOTICE IS HEREBY GIVEN THAT THE SEVENTH ANNUAL GENERAL MEETING OF NAGARJUNA OIL REFINERY LIMITED WILL BE HELD AT 3.00 PM ON TUESDAY, DECEMBER 26, 2017, AT SRI SATYA SAI NIGAMAGAMAM, 8-3-987/2, SRINAGAR COLONY, HYDERABAD - 500 073 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

  • 1. To receive, consider and adopt the 7th Annual Report of the Company, Balance Sheet as at March 31, 2017, the Statement of Profit and Loss for the financial year ended March 31, 2017, the Cash Flow Statement for the financial year ended March 31, 2017 and the Reports of the Directors and Auditors thereon.

  • 2. To appoint a Director in place of Mr. K Rahul Raju with DIN No. 00015990 who has consented to retire by rotation in compliance with the requirements of Section 152 of the Companies Act, 2013, and being eligible, offers himself for re-appointment.

  • 3. To consider and if thought fit, to

pass with or without

modification(s) the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the consent of the Members be and is hereby accorded for the ratification of the appointment of Statutory Auditors of the Company, M/s. M Bhaskara Rao and Co., Chartered Accountants, Hyderabad (Firm Registration No. 000459S), to hold office from the conclusion of the 7th Annual General Meeting up to the conclusion of the 8th Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors during the term of appointment i.e., from the conclusion of the 4th Annual General Meeting to the conclusion of the 9th Annual General Meeting.

SPECIAL BUSINESS

  • 4. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V and other applicable provisions of the Companies Act, 2013, if any, Mr. K Soma Raju be and is hereby appointed as 'Manager' of the Company for a period of 3 years with effect from August 31, 2017." "RESOLVED FURTHER THAT Mr. K Soma Raju be paid a consolidated monthly remuneration of Rs. 10,000/- and other perquisites as per the Rules of the Company."

Hyderabad November 08, 2017

By Order of the Board

Ankita Mathur Company Secretary M.No ACS 24358

NOTES

  • 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT 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 SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

  • 2. Instrument of proxies in order to be effective must be deposited at the Company's registered office not less than 48 hours before the meeting.

  • 3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing remote e-voting facility for casting votes using an electronic voting system from a place other than venue of the general meeting and voting at the general meeting through the ballot form on all the resolutions set forth in the Notice to the 7th Annual General Meeting to be held on Tuesday i.e., December 26, 2017 at 3.00 PM. The Company has engaged the services of Central Depository Services (India) Limited to provide remote e- voting platform to the members. Please refer to the detailed instructions on remote e-voting at page no. 45 of the Annual Report.

  • 4. Members holding shares in demat form and members who have registered their email id with the Company will also receive the remote e-voting instructions by email.

  • 5. Members who do not have access to remote e-voting facility may use the enclosed Ballot Form on page 47 and send their assent or dissent on or before business hours (5.00 PM) of December 25, 2017.

close of

  • 6. Members are requested to notify immediately the change, if any, of the address /change in bank details to the Company's registered office, quoting their ledger folio number registered with the Company.

  • 7. Members desiring to seek any information on the annual accounts are requested to write to the Company at an early date to enable compilation of information.

  • 8. The Register of Members and the Share Transfer Books will remain closed from December 20, 2017 to December 26, 2017 (both days inclusive).

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

  • 9. The Company has paid the listing fees for the year 2017 - 2018 to The Bombay Stock Exchange and the National Stock Exchange of India Limited, Mumbai, where the securities of the Company are listed.

    • 10. Members whose shareholding is in the electronic mode are requested to inform change of address, notifications and updates of bank account details to their respective Depository Participants.

    • 11. Members are requested to update the bank account number allotted after implementation of Core Banking Solutions (CBS) to the Company in case of shares held in physical form and to DP in case of shares held in demat form.

    • 12. Members are requested to address all correspondences to the Company's Registrars and Share Transfer Agents, XL Softech Systems Limited, 3, Sagar Society, Road No 2, Banjara Hills, Hyderabad, 500 034, India.

    • 13. The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 permits Companies to mail soft copies of the Annual Report to all those members who have registered their e-mail addresses with the Company/Depository Participants. The Annual Report 2016-2017 along with the Notice of the 7th Annual General Meeting, instructions on remote e-voting, ballot form, attendance slip and proxy form is being mailed in electronic mode to all the members whose email addresses are registered with the Company/Depository Participants unless communication is received to the contrary. Printed copies of the documents shall be mailed to members who have not registered their email addresses with the Company/Depository Participant or have specifically requested for the same. The Notice of the 7th AGM along with the Annual Report 2016-2017 is also available on the Company's website - www.norl.co.in

    • 14. To support green initiative, the Members holding shares both in Physical/ Demat form, who have not furnished their e-mail ids are requested to furnish the same to the Company/ Depository Participants

    • 15. As per Section 72 of the Companies Act, 2013 facility for making nominations is available to individuals holding shares in the Company. The prescribed nomination form can be obtained from the Company. Members, in particular those holding shares in single name, are requested to avail the above facility by furnishing to the Company the particulars of their nomination. Members holding shares in electronic form may forward duly filled nomination form to their respective depository.

    • 16. The Securities and Exchange Board of India has notified that the shareholders/transferee of shares (including joint holders) holding shares in physical form are required to furnish a certified copy of their PAN Card to the Company while transacting in the securities market including transfer, transmission or any other corporate action. Accordingly, all the shareholders/transferee of shares

(including joint holders) are requested to furnish a certified copy of their PAN Card to the Company while transacting in the securities market including transfer, transmission or any other corporate action.

  • 17. The Company has designated an exclusive e-mail id titled investorsnorl@nagarjunagroup.com for redressal of members' complaints/grievances. In case you have any queries/complaints or unresolved grievances, please write to Ms. Ankita Mathur, Company Secretary at mankita@nagarjunagroup.com.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

The Board of Directors of the Company at their meeting held on May 26, 2017 considered the re-appointment of Mr. K Soma Raju as Manager of the Company for a period of 3 years effective from August 31, 2017 at a consolidated monthly remuneration of Rs. 10,000/- and other perquisites as per the Rules of the Company.

The appointment of Mr. K Soma Raju as Manager of the Company was approved by the Nomination and Remuneration Committee of Directors, in terms of the requirements of the Section 196 and Schedule V to the Companies Act, 2013.

Mr. K Soma Raju is a B.Com graduate and a fellow member of the Institute of Chartered Accounts of India (ICAI). He has 38 years of experience as a Chartered Accountant and as an entrepreneur. He worked as consultant in Nagarjuna group and is a Director on the Board of various companies.

Your Directors commend the resolution for approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in this resolution except Mr. K Soma Raju.

The Board commends the Special Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

Inspection of Documents

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

 

By Order of the Board

Hyderabad November 08, 2017

Ankita Mathur Company Secretary M.No ACS 24358

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

DIRECTORS' REPORT

Your Directors present before you the 7th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2017.

The Financial Results of the company for the year ended March 31, 2017 are as under:

  • A. BUSINESS AND FINANCIAL HIGHLIGHTS

Financial Summary

Standalone Financial Results

Rs. in Lakhs

The Loss

after tax for the year was Rs.23,988.87 Lakhs

against loss after tax of Rs.331.51 Lakhs for the previous

year.

The main contributors to the loss was on exceptional item

representing a provision of Rs.23,622 lakhs towards

diminution in the value of investment in Nagarjuna Oil Corporation Limited (NOCL) in addition to Rs.40,000 Lakhs provided in the year 2014-15, considering the delay in

induction of partner and consequently, achieving financial

closure for re-assessed cost of project.

Extension of time for holding Annual General Meeting

The Registrar of companies (ROC), Hyderabad, has granted extension of time to the company for holding the 7th Annual

 

Particulars

2016-2017

2015-2016

 

Current year

Previous year

Net Sales/Income from Operations

-

-

Other Income

0.36

1.54

Total Expenditure

   

a.

(Increase)/Decrease in Stock

-

-

b.

Cost of materials consumed

-

-

c.

Employee Benefits expense

157.39

150.94

d.

Purchase of traded products

-

 

e.

Power and fuel

-

 

f.

Other expenses

195.65

 
 

Total

353.04

 

Finance cost

12.09

12.01

Depreciation and amortization

2.10

2.12

Profit/(Loss) before exceptional items, extra-ordinary items and tax

(366.87)

(331.51)

Exceptional

Items

23,622.00

-

Profit/ (Loss) before extra-ordinary items and tax

(23,988.87)

(331.51)

Extra-ordinary items

-

-

Profit/(Loss) before tax

(23,988.87)

(331.51)

Provision for tax

-

-

Deferred tax

-

-

 

Profit

after tax

(23,988.87)

(331.51)

Dividend – equity shares

-

-

Tax on proposed dividend

-

-

Balance c/d to Balance Sheet

(23,988.87)

(331.51)

Paid Up equity share capital (Face value of Re.1/- per share)

4281.82

4281.82

Reserves excluding revaluation reserve

8,190.59

32,179.46

Earnings per share (annualized)– in Rs.

   

Basic and Dilute d

(5.60)

(0.08)

  • - General meeting, upto December 31, 2017.

  • - Status of the Oil Refinery Project

  • 167.98 Your company holds 46.78% of equity share capital of Nagarjuna Oil Corporation Limited (NOCL) which is involved

  • 318.92 in setting-up a 6 MMTPA refinery project at Cuddalore, Tamil Nadu. National Company Law Tribunal (NCLT), Chennai Bench has admitted the applications of the corporate creditors and initiated the corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016. NCLT has appointed an Insolvency Resolution Professional for this purpose. Consolidated Financial Statements The Company in terms of Section 129(3) of the Companies Act, 2013, is required to prepare Consolidated Financial Statements with the Annual Accounts of its Associate Company, Nagarjuna Oil Corporation Limited (NOCL) in addition to Standalone Financial Statements for the year ended March 31, 2017. The Company had been perusing with NOCL for the Audited Annual Accounts for the year ended March 31, 2017. NOCL has informed that the Annual Accounts for the year ended March 31, 2017 were under the process of finalization. NOCL vide letter dated July 28, 2017 has informed the Company that National Company Law Tribunal had appointed an Insolvency Resolution Professional on July 26, 2017 and initiated the corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 and that NOCL was not in a position to draw up and provide its Annual Accounts for the year ended March 31, 2017. In view of the above, the Company, had sought extension of time for holding 7 th Annual General Meeting from the Registrar of Companies, Telangana, for a period of three months up to December 31, 2017 and the same was granted.

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

The Company, despite follow-ups has not yet received the Audited Annual Accounts of NOCL for the preparation of Consolidated Financial Statements for placing the same before the Members of the Company at the Annual General Meeting to be held on December 26, 2017.

The Company, in order to meet the statutory requirements under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 has convened the 7th Annual General Meeting of the Members and is presenting the Audited Accounts without incorporating the Consolidated Financial Statements for the year ended March 31, 2017 for the approval of the Members.

Share Capital

The paid-up equity capital of the company as on March 31, 2017 is Rs.42,81,81,821/- consisting of 42,81,81,821 equity shares of Re.1/- each.

Subsidiaries, Joint Ventures or Associate Companies:

There has been no change in relation to any subsidiary, joint venture or associate company during the year.

Accounts of Associates

Please

refer

Note

on

Consolidated

Financial

Statements

above.

The Details of Investment of the Company in Nagarjuna Oil Corporation Limited (NOCL) an associate company is enclosed

as

Annexure - I

B. DIRECTORS, BOARD COMMITTEES, KEY MANAGERIAL PERSONNEL AND REMUNERATION

Directors Retiring by Rotation

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K Rahul Raju who is liable to retire by rotation and being eligible, offers himself for re-appointment as Director of the Company, subject to retirement by rotation.

Resignation of Director

During the year under review Mr. D Ranga Raju, Director of the Company had vide letter dated February 01, 2017 resigned from the office of director of the company.

The Board places on record the appreciations for the service rendered by him during his tenure as Director of the Company.

Declaration by Independent Directors:

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify as an Independent Director under Section 149(6) of the Companies Act, 2013, as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel:

Manager:

The Board has re-appointed Mr K Soma Raju as Manager of the company for a period of three years with effect from August 31, 2017, subject to the approval of members of the Company.

There are no changes in relation to Key Managerial Personnel of the Company.

Meetings of the Board

The Board of Directors of your company, during the period under review met Five times on May 28, 2016, August 06, 2016, September 17, 2016, November 08, 2016 and February 09, 2017.

Remuneration and other particulars of the Directors/ Key Managerial Personnel/ Employees.

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

Personnel

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules appears as Annexure - III.

Committees

Audit Committee:

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Erstwhile Listing Agreement) the company had constituted an Audit Committee consisting of qualified and experienced members from various fields. The Committee consists of three Independent Directors and one non-executive Director. The Chairman of the Committee is Dr. N C B Nath, an Independent Director. The Committee meets periodically to review the internal audit report, quarterly Financial Results and Annual Financial Statements and recommends its decisions to the Board apart from taking action independently whenever required. The Statutory Auditors and Company Secretary attend the Audit Committee Meetings.

The Audit Committee comprises of

Dr. N C B Nath Mr. S R Ramakrishnan :

:

Chairman - Independent Director Member - Independent Director

Ms. Lalitha Raghuram : Member - Independent Director

Mr. K S Raju

:

Member

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted in compliance with the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Erstwhile Listing Agreement).

The Company has adopted a Nomination and Remuneration Policy for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee was constituted in compliance with the provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Erstwhile Listing Agreement).

C. DISCLOSURES Company Policy Matters

Your company's endeavor has always been to maintain transparency and accountability to its stakeholders. In this direction, various policies mentioned in the Corporate Governance Report have been implemented to enable the stakeholders to appreciate the various interventions the company has taken.

The implementation of

these

policies are reviewed

periodically by the Board of Directors and updated regularly.

Risk Management Policy:

The Board has put in place the Risk Management Policy for the company to address various risks impacting the company.

The company has setup an Enterprise Risk Management System to manage and mitigate risks.

Policy on Board Evaluation

The Policy on Board Evaluation was adopted with effect from November 10, 2014, by the Board of Directors in compliance of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

The Nomination and Remuneration Committee, have based on the responses received from Directors, evaluated the Directors, conveyed the opinion of the Committee to the Directors, Committees and the Board.

In

view

of

the

evaluation not linked to payment of

remuneration, the company has opted only for payment of

sitting fees, the evaluation has no financial implications on the company.

Whistle Blower Policy/Vigil Mechanism

The company has formulated the policy on Whistle Blower/ Vigil Mechanism in compliance with Clause 49 of Erstwhile Listing Agreement. The same is in conformity with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 177(9) of the Companies Act, 2013. The Policy aims to prohibit managerial

personnel from taking adverse personnel action against employees disclosing in good faith, alleged wrongful conduct on matters of public concern involving violation of any law, mismanagement, misappropriation of public funds, among others.

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

No personnel of the company were denied access to the Audit Committee.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility does not apply to the Company.

Corporate Governance

Your company firmly believes that building a culture of compliance is more than meeting regulations and standards. Your company is always proactive in meeting mandated standards and practicing Corporate Governance in spirit and not just the letter of the law.

As mandated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Corporate Governance along with a Certificate from Practicing Company Secretary on the compliance of conditions of Corporate Governance is annexed hereto. Your company is happy to inform you that there were no adverse remarks/qualifications/ reservations raised in the Corporate Governance Report.

Related Party Transactions

There are no contracts or arrangements entered into by the company with related parties in accordance with the provisions of Section 188(1) of the Companies Act, 2013, other than the transaction entered into with Nagarjuna Fertilizers and Chemicals Limited pursuant to the order of the jurisdictional High Courts in relation to the Composite Scheme of Arrangement and Amalgamation between Ikisan Limited, Kakinada Fertilizers Limited, Nagarjuna Fertilizers and Chemicals Limited and Nagarjuna Oil Refinery Limited.

The Policy on Related Party Transactions appears on the website of the Company at www.norl.co.in.

Particulars of Loans, Guarantees or Investments

The company has not provided any loans, guarantees or made investments pursuant to Section 186 of the Companies Act,

  • 2013 other than executing a Sponsored Undertaking in favor

of the lenders of Nagarjuna Oil Corporation Limited.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In relation to the information required to be furnished under the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the company is not undertaking any manufacturing activity and accordingly there is no information available pertaining to Conservation of Energy and Technology Absorption. There is no Foreign Exchange Earnings and Outgo.

Extract of Annual Return

The Extract of the Annual Return for the year ended March 31,

  • 2017 appears as Annexure- IV to this report.

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There were no orders passed by Regulators or Courts or Tribunals impacting the going concern status and future business operations of the Company.

Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures based on the internal control over financial reporting criteria established by the Company.

The Board of Directors have evaluated the effectiveness of the Company's internal financial controls and procedures and confirm that they are adequate in all material respects based on the size and the nature of its business and such internal financial controls over financial reporting were operating effectively as at March 31, 2017.

Deposits

The Company has not accepted any deposits within the purview of the Companies Act, 2013 and the Rules made there under during the Financial Year 2016-17.

AUDITORS AND AUDIT REPORT Statutory Auditors

M/s. M Bhaskara Rao & Co., Chartered Accountants (Firm Registration No-000459S), Hyderabad, were appointed as the Statutory Auditors' for a term of five (5) years commencing from the conclusion of the 4th Annual General Meeting up to the conclusion of the 9th Annual General Meeting subject to ratification by the members of the company every year at the Annual General Meeting.

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

The company's Statutory Auditors have also furnished a certificate from the Peer Review Board of the ICAI confirming that they have undergone the process of peer review.

The Board of Directors in accordance with the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder commend the ratification of the appointment of Statutory Auditors for the Financial Year 2017-18 for consideration of the members.

Statutory Audit Report

There are no adverse comments in the Report of the Statutory Auditors' of the Company.

Secretarial Auditor

The Board of Directors have appointed Mr. C S S Krishna, Partner, M/s KBG Associates, Company Secretaries, Hyderabad as the Secretarial Auditor of the Company to undertake Secretarial Audit for the Financial Year 2017-18.

Secretarial Audit Report

The Secretarial Audit Report for the Financial Year 2016-17 appears as Annexure - V to this Report. There are no qualifications or adverse remarks in the report.

Internal Audit

The Company has a well established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

An Internal Auditor of the company has been appointed by the Board of Directors, in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  • D. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby report:-

  • (a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

  • (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

  • (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

  • (d) the Directors had prepared the annual accounts on a going concern basis; and

  • (e) the Directors, in the case

of a listed company, had

laid

down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating effectively.

  • (f) 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.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of India, the financial institutions and Company's bankers for their assistance and cooperation.

Further, the company places on record its sincere appreciation for the continuing support and unstinting efforts of investors, associates and all stakeholders.

 

By Order of the Board

Hyderabad November 08, 2017

K S Raju Chairman

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

ANNEXURES TO DIRECTORS’ REPORT

Annexure – I

Statement containing salient features of the financial statement of Subsidiaries/ Associate Companies/ Joint Ventures

Annexure - II

Particulars of Remuneration of Directors / Key Managerial Personnel / Employees

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

 

Form AOC-I

2014).

(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies

Part “A”: Subsidiaries

 

1.

The ratio of the remuneration of each director to the median

Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014)

 

remuneration of the employees of the company for the Financial Year 2016-17 - Not applicable as there is no Executive Director on the Board

The Percentage increase in remuneration of Manager, Chief Financial

Particulars

 

Subsidiary

Step down

Subsidiary

 

2.

of the company.

       

Officer, Company Secretary in the financial year 2016-17

Reporting period for the subsidiary concerned, if different from the

  • - -

 

S.

Name

Designation

2015-16

2016-17

Percentage

No.

Increase

holding company’s reporting period

of salary

     

Reporting currency and Exchange rate as on the last date of the

  • - -

1.

K Soma Raju

 

Manager

122333

143667

17.44%

relevant Financial year in the

2.

A Sudhakara Rao

 

CFO

3636759

 
  • 4888493 34.42%

case of foreign subsidiaries

3.

Ankita Mathur

 

Company

1051101

 
  • 1084911 3.22%

Share capital

 
  • - -

Secretary

Reserves & surplus

 
  • - -

 

Total assets

 
  • - -

 

3.

The percentage increase in the median remuneration of employees in

Total Liabilities

 
  • - -

 

the Financial Year 2016-17

 

Investments

 
  • - -

 

Particulars

   

Percentage Increase of Median salary

Turnover

 
  • - -

Median Salary

   

121.21%

Profit/(Loss) before taxation

 
  • - -

4.

The number of permanent employees on the rolls of the company.

Provision for taxation

     
  • - -

Particulars

   

2015 - 16

   

2016 - 17

Profit after taxation

   
  • - -

No of Employees

   

5

   

5

Proposed Dividend

 
  • - -

% of shareholding

 
  • - -

5.

The explanation on the relationship between average increase in

Part “B”: Associates and Joint Ventures

 

remuneration and Company Performance - Not applicable as the company is not undertaking any commercial activity

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

 

6.

Comparison of the remuneration of the Key Managerial Personnel against performance of the company - Not applicable as the company

Particulars

Nagarjuna Oil Corporation

 

is not undertaking any commercial activity

Limited (NOCL)

 

7.

Variations in the Market Capitalisation of the company, Price Earnings

  • 1. Latest audited Balance Sheet Date

     

Ratio as at the closing date of the current financial year and previous

-

financial year and percentage increase over decrease in the market

  • 2. Shares of Associate/Joint Ventures held by the company on the year end No.

 

77,62,20,000

quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies , the variations in

Amount of Investment in Associates /Joint Venture

 

Rs.77622 Lakhs

the net worth of the company as at the close of the Current Financial Year and Previous Financial Year - Not applicable as the company is

Extent of Holding %

46.78%

not undertaking any commercial activity

  • 3. Description of how there is significant influence

By virue of shareholding

 

8.

Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial

  • 4. Reason why the Associate/Joint Venture is not consolidated

-

 

remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial

  • 5. Net worth attributable to Share

-

remuneration – 12.57% for employees except Manager and no

holding as per latest audited

remuneration is paid to Directors.

 

Balance Sheet

 

9.

The key parameters for any variable component of remuneration

  • 6. Profit / Loss for the year

 

-

 

availed by the Directors – There is no variable component of

remuneration paid to Directors.

 

Considered in Consolidation

-

 
  • 10. The ratio of the remuneration of the highest paid director to that of

Not Considered in Consolidation

-

Note :

The Company has not received the audited annual account of NOCL for the year ended

 

the employees who are not directors, but receive remuneration in excess of the highest paid director during the year 2016-17 - Not

March 31, 2017. Hence the Company could not provide the financial information

for the same.

applicable as there are no Executive Directors on the Board.

Hyderabad November 08, 2017

By Order of the Board K S Raju Chairman

  • 11. Affirmation that the remuneration is as per the remuneration policy of the company – The Remuneration paid is as per the remuneration policy of the company.

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

Annexure - III

Statement of particulars of employees (pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

S.

Name

Designation

Remuneration

Nature of

Qualifi-

Years of

Date of

Age

Last

Percentage

Relation

No.

Received

Employment

cations

Experience

Commence-

employment

of equity

with

ment of

held by

share

Director

Employment

employee

held

or

before joining

Manager

1

Mr. Sudhakar

Vice-President

7672382

Contractual

B.Com.,

43

01.04.2011

66

Executive

None

None

Kudva

Corporate

(Hons),

Director,

Affairs

F.C.A

Arcelar Mittal-

Algeria

 

Annexure – IV

 
 

EXTRACT OF ANNUAL RETURN Form No. MGT-9 as on the financial year ended on March 31, 2017

 

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 20 14]

I.

REGISTRATION AND OTHER DETAILS:

 

CIN

L23200AP2010PLC071242

Registration Date

November 16, 2010

Name of the Company

Nagarjuna Oil Refinery Limited

Category / Sub-Category of the Company

Public Company Limited by Shares

Address of the Registered office and contact details

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

Whether listed company

Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any

XL Softech Systems Limited,Plot No. 3, Sagar Society, Road No.2, Banjara Hills, Hyderabad, Telangana - 500 034

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

NAGARJUNA OIL REFINERY LIMITED Annexure - III Statement of particulars of employees (pursuant to Section 197(12)

Sl.

Name and Description of main

 

NIC Code of the

% to total turnover

No.

products / services

Product/ service

of the company

1.

Promoting, conceiving, planning, coordinating, executing and monitoring setting up of business relating to extraction of oil

 

NA

NIL

S.

Name and Address of the Company

 

CIN/GLN

Holding/

 

% of shares

Applicable

No.

 

Subsidiary/

held

Section

Associate

 

1.

Nagarjuna Oil Corporation Limited

U30006TN1991PLC020837

Associate

 

46.78%

Sec 2(6)

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

 

i)

Category-wise Share Holding

No. of Shares held at the beginning of the year

Category of Shareholders

No. of Shares held at the end of the year

% Change

Demat

Physical

Total

% of

Demat

Physical

Total

% of

during the

 

Total

Total

year

Shares

Shares

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV.

       
               

A.

Promoters

                 

(1) Indian

  • a) Individual / HUF

-

-

-

-

-

-

-

-

-

  • b) Central Govt.

-

-

-

-

-

-

-

-

-

  • c) 1,94,79,990

State Govt.

-

1,94,79,990

4.55%

1,94,79,990

-

1,94,79,990

4.55%

0.00%

  • d) 13,02,39,652

Bodies Corporate

-

13,02,39,652

30.42%

13,02,39,652

-

13,02,39,652

30.42%

0.00%

  • e) Banks / FI

-

-

-

-

-

-

-

-

-

  • f) 1,00,00,000

Any Other … (Co-op Society)

-

1,00,00,000

2.34%

1,00,00,000

-

1,00,00,000

2.34%

0.00%

Sub-total (A) (1):-

15,97,19,642

-

15,97,19,642

37.30%

15,97,19,642

-

15,97,19,642

37.30%

0.00%

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED
 

No. of Shares held at the beginning

No. of Shares held at the end of the year

% Change

Category of Shareholders

of the year

during

Demat

Physical

Total

% of

Demat

Physical

Total

% of

the year

Total

Total

Shares

Shares

 

(2) Foreign

                   
 

a)

NRIs - Individuals

-

-

-

-

-

-

-

-

-

b)

Other – Individuals

-

-

-

-

-

-

-

-

-

c)

Bodies Corporate

40,00,000

-

40,00,000

0.93%

40,00,000

-

40,00,000

0.93%

0.00%

d)

Banks / FI

-

-

-

-

-

-

-

-

-

e)

Any Other …. NRI based Company

80,00,000

-

80,00,000

1.87%

80,00,000

-

80,00,000

1.87%

0.00%

 

Sub-total (A) (2):-

1,20,00,000

-

1,20,00,000

2.80%

1,20,00,000

-

1,20,00,000

2.80%

0.00%

Total shareholding of Promoter (A)=(A)(1)+(A)(2)

17,17,19,642

-

17,17,19,642

40.10%

17,17,19,642

-

17,17,19,642

40.10%

0.00%

B.

Public Shareholding

                 

1.

Institutions

 

a)

Mutual Funds

2,900

2,09,750

2,12,650

0.05%

2,900

2,09,750

2,12,650

0.05%

0.00%

b)

Banks / FI

16,200

56,176

72,376

0.02%

39,200

56,176

95,376

0.02%

0.00%

c)

Central Govt

-

-

-

-

-

-

-

-

-

d)

State Govt(s)

-

-

-

-

-

-

-

-

-

e)

Venture Capital Funds

-

-

-

-

-

-

-

-

-

f)

Insurance Companies

73,76,752

100

73,76,852

1.72%

73,76,752

100

73,76,852

1.72%

0.00%

g)

FIIs

1,17,339

30,250

1,47,589

0.03%

97,339

30,250

1,27,589

0.03%

0.00%

h)

Foreign Venture Capital Funds

-

-

-

-

-

-

-

-

-

i)

Others

-

-

-

-

-

-

-

-

-

 

Sub-total (B)(1):-

75,13,191

2,96,276

78,09,467

1.82%

75,16,191

2,96,276

78,12,467

1.82

0.00%

 

2.

Non-Institutions

                 
 

a)

Bodies Corp.

 

i)

Indian

4,47,28,654

3,29,472

4,50,58,126

10.52%

4,50,68,373

3,25,522

4,53,93,895

10.60%

0.00%

ii)

Overseas

-

-

-

-

-

-

-

-

-

 

b)

Individuals

 

i)

Individual share holders holding nominal share capital upto Rs. 1 lakh

12,24,52,296

3,68,66,640

15,93,18,936

37.21%

12,73,27,417

3,64,00,898

16,37,28,315

38.24%

0.01%

ii)

Individual share holders holding nominal share capital in excess of Rs. 1 lakh

1,35,04,086

-

1,35,04,086

3.15%

87,59,126

-

87,59,126

2.05%

-0.01%

 

c)

Others

 

NRI

53,85,197

8,90,040

62,75,237

1.47%

54,15,409

8,67,840

62,83,249

1.47%

0.00%

Trusts

2,43,76,552

1,19,475

2,44,96,027

5.72%

2,43,65,552

1,19,275

2,44,84,827

5.72%

0.00%

Foreign National

300

-

300

0.00%

300

-

300

0.00%

0.00%

 

Sub-total (B)(2):-

21,04,47,085

3,82,05,627

24,86,52,712

58.07%

21,09,36,177

3,77,13,535

24,86,49,712

58.07%

0.00%

 

Total Public Shareholding (B)=(B)(1)+ (B)(2)

21,79,60,276

3,85,01,903

25,64,62,179

59.90%

21,84,52,368

3,80,09,811

25,64,62,179

59.90

0.00%

C.

Shares held by Custodian for GDRs & ADRs

-

-

-

-

 

--

-

-

-

 

Grand Total (A+B+C)

38,96,79,918

3,85,01,903

42,81,81,821

100.00%

39,01,72,010

3,80,09,811

42,81,81,821

100

0.00%

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

ii)

Shareholding of Promoters

Sl.

 

Share holders

Shareholding at the

     

Share holding at the

 

% Change

No.

Name

beginning of the year

end of the year

during the

 

No. of

% of total

% of Shares

 

No. of

% of total

% of Shares

year

Shares

Shares of the Company

Pledged / encumbered to total shares

Shares

Shares of the Company

Pledged / encumbered to total shares

   

Core- Promoter

               

1.

Amlika Mercantile Private Limited

130239652

30.42%*

 

24.70%

130239652

30.42%*

 

24.70%

0.00%

   

Co- Promoter

               

2.

Fireseed Limited

8000000

1.87%

 

-

8000000

1.87%

   

-

0.00%

3.

Governor of Andhra Pradesh

  • 19479990 4.55%

-

  • 19479990 4.55%

-

0.00%

4.

KRIBHCO

  • 10000000 2.34%

-

  • 10000000 2.34%

-

0.00%

5.

Saipem SPA

4000000

0.93%

-

4000000

0.93%

-

0.00%

   

Total

171719642

40.10%

 

24.70%

 

171719642

40.10%

 

24.70%

0.00%

*Notes

 

1.

Amlika Mercantile Private Limited (Amlika) is the Core Promoter of the company consequent to the disclosures received from Amlika, that a Scheme of Amalgamation between Nagarjuna Corporation Limited (NCL) and Amlika was approved by the Hon'ble High Court of Bombay at Mumbai on May 2, 2014 and the Scheme was made effective on June 19, 2014 in terms of which the equity shares held by NCL in NORL were vested in Amlika

2.

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

3.

Accordingly all the shares mentioned above in points 1 and 2 and the shares held by NCL shall vest in Amlika pursuant to the Scheme of which certain shares have been transfered to Amlika and the same shall be the Promoter with effect from June 19, 2014.

(iii)

Change in Promoters’ Shareholding

 

Sl.

 

Shareholding at the beginning of the year

 

Cumulative shareholding during the year

No.

Name

No. of

 

% of total

 

No. of

% of total

shares

shares of the Company

shares

shares of the Company

 

At the beginning of the year

       
   

-

 

--

 

-

 

At the end of the year

       
   

-

 

--

 

-

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

(iv)

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

Sl.

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

No.

For Each of the Top 10 Shareholders

No. of

% of total

No. of

% of total

shares

shares of the Company

shares

shares of the Company

 

At the beginning of the year

       

1.

Zuari Global Limited

29334310

6.85%

  • 29334310 6.85%

 

Sold 19513000 shares between 27.03.2017 and 31.03.2017

  • 9821310 2.29%

2.

NFCL Employees Welfare Trust

24356052

5.69%

  • 24356052 5.69%

 

3.

Life Insurance Corporation of India

5373875

1.26%

 
  • 5373875 1.26%

4.

Lok Prakashan Ltd.

2440784

0.57%

 
  • 2440784 0.57%

5.

Profitex Shares and Securities Private Limited

1200000

0.28%

 
  • 1200000 0.28%

6.

United India Insurance Company Linited

1193808

0.28%

 
  • 1193808 0.28%

7.

Anil Kumar Varshney

1120606

0.26%

 
  • 1120606 0.26%

Acquired 30870 shares between 16.05.2016 and 20.05.2016

  • 1151476 0.27%

Acquired 448524 shares between 23.05.2016 and 27.05.2016

  • 1600000 0.37%

Acquired 204057 shares between 06.06.2016 and 10.06.2016

  • 1804057 0.42%

Acquired 456569 shares between 13.06.2016 and 17.06.2016

  • 2260626 0.53%

Acquired 327000 shares between 04.07.2016 and 08.07.2016

  • 2587626 0.60%

Acquired 36081 shares between 11.07.2016 and 15.07.2016

  • 2623707 0.61%

Sold 80000 shares between 26.09.2016 and 30.09.2016

  • 2543707 0.59%

Acquired 4176 shares between 03.10.2016 and 07.10.2016

  • 2547883 0.60%

Acquired 1439 shares between 10.10.2016 and 14.10.2016

  • 2549322 0.60%

Acquired 58385 shares between 17.10.2016 and 21.10.2016

  • 2607707 0.61%

Acquired 189467 shares between 24.10.2016 and 28.10.2016

  • 2797174 0.65%

Acquired 1033 shares between 31.10.2016 and 04.11.2016

  • 2798207 0.65%

Acquired 2554 shares between 07.11.2016 and 11.11.2016

  • 2800761 0.65%

Acquired 27446 shares between 14.11.2016 and 18.11.2016

  • 2828207 0.66%

Sold 99207 shares between 28.11.2016 and 02.12.2016

  • 2729000 0.64%

Sold 139490 shares between 05.12.2016 and 09.12.2016

  • 2589510 0.60%

Sold 251371 shares between 12.12.2016 and 16.12.2016

  • 2338139 0.55%

Sold 30000 shares between 19.12.2016 and 19.12.2016

  • 2308139 0.54%

Sold 283477 shares between 20.12.2016 and 23.12.2016

  • 2024662 0.47%

Acquired 50000 shares between 26.12.2016 and 30.12.2016

  • 2074662 0.48%

Acquired 101297 shares between 02.01.2017 and 06.01.2017

  • 2175959 0.51%

Acquired 19086 shares between 16.01.2017 and 20.01.2017

  • 2195045 0.51%

Sold 153200 shares between 06.02.2017 and 10.02.2017

  • 2041845 0.48%

Sold 908815 shares between 13.02.2017 and 17.02.2017

  • 1133030 0.26%

Sold 652900 shares between 20.02.2017 and 24.02.2017

  • 480130 0.11%

Sold 37156 shares between 27.02.2017 and 03.03.2017

  • 442974 0.10%

Sold 415668 shares between 06.03.2017 and 10.03.2017

27306

0.01%

8

Karvy Stock Broking Ltd

897296

0.21%

897296

0.21%

Sold 7654 shares between 04.04.2016 and 08.04.2016

  • 889642 0.21%

Acquired 12559 shares between 11.04.2016 and 15.04.2016

  • 902201 0.21%

Acquired 609 shares between 18.04.2016 and 22.04.2016

  • 902810 0.21%

Sold 4031 shares between 25.04.2016 and 29.04.2016

  • 898779 0.21%

Sold 246 shares between 02.05.2016 and 06.05.2016

  • 898533 0.21%

Sold 12054 shares between 09.05.2016 and 13.05.2016

  • 886479 0.21%

Sold 3088 shares between 16.05.2016 and 20.05.2016

  • 883391 0.21%

Acquired 9007 shares between 23.05.2016 and 27.05.2016

  • 892398 0.21%

Acquired 7963 shares between 30.05.2016 and 03.06.2016

  • 900361 0.21%

Sold 51625 shares between 06.06.2016 and 10.06.2016

  • 848736 0.20%

Acquired 101021 shares between 13.06.2016 and 17.06.2016

  • 949757 0.22%

Acquired 2796 shares between 20.06.2016 and 24.06.2016

  • 952553 0.22%

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

 

Acquired 24318 shares between 27.06.2016 and 30.06.2016

   

976871

0.23%

Acquired 30260 shares between 01.07.2016 and 01.07.2016

1007131

0.24%

Sold 50708 shares between 04.07.2016 and 08.07.2016

  • 956423 0.22%

Sold 17171 shares between 11.07.2016 and 15.07.2016

  • 939252 0.22%

Acquired 9035 shares between 18.07.2016 and 22.07.2016

  • 948287 0.22%

Acquired 76316 shares between 25.07.2016 and 29.07.2016

  • 1024603 0.24%

Acquired 158031 shares between 01.08.2016 and 05.08.2016

  • 1182634 0.28%

Acquired 63072 shares between 08.08.2016 and 12.08.2016

  • 1245706 0.29%

Acquired 73718 shares between 16.08.2016 and 19.08.2016

  • 1319424 0.31%

Sold 7572 shares between 22.08.2016 and 26.08.2016

  • 1311852 0.31%

Acquired 673 shares between 29.08.2016 and 02.09.2016

  • 1312525 0.31%

Acquired 139 shares between 05.09.2016 and 09.09.2016

  • 1312664 0.31%

Acquired 6538 shares between 12.09.2016 and 16.09.2016

  • 1319202 0.31%

Acquired 36324 shares between 19.09.2016 and 23.09.2016

  • 1355526 0.32%

Acquired 1686 shares between 26.09.2016 and 30.09.2016

  • 1357212 0.32%

Sold 7646 shares between 03.10.2016 and 07.10.2016

  • 1349566 0.32%

Acquired 21032 shares between 10.10.2016 and 14.10.2016

  • 1370598 0.32%

Acquired 114774 shares between 17.10.2016 and 21.10.2016

  • 1485372 0.35%

Acquired 58767 shares between 24.10.2016 and 28.10.2016

  • 1544139 0.36%

Sold 27198 shares between 31.10.2016 and 04.11.2016

  • 1516941 0.35%

Sold 18238 shares between 07.11.2016 and 11.11.2016

  • 1498703 0.35%

Acquired 11647 shares between 14.11.2016 and 18.11.2016

  • 1510350 0.35%

Sold 609 shares between 21.11.2016 and 25.11.2016

  • 1509741 0.35%

Acquired 15844 shares between 28.11.2016 and 02.12.2016

  • 1525585 0.36%

Acquired 9271 shares between 05.12.2016 and 09.12.2016

  • 1534856 0.36%

Acquired 44406 shares between 12.12.2016 and 16.12.2016

  • 1579262 0.37%

Acquired 6950 shares between 19.12.2016 and 19.12.2016

  • 1586212 0.37%

Acquired 2928 shares between 20.12.2016 and 23.12.2016

  • 1589140 0.37%

Sold 12848 shares between 26.12.2016 and 30.12.2016

  • 1576292 0.37%

Acquired 26120 shares between 02.01.2017 and 06.01.2017

  • 1602412 0.37%

Acquired 33477 shares between 09.01.2017 and 13.01.2017

  • 1635889 0.38%

Sold 11600 shares between 16.01.2017 and 20.01.2017

  • 1624289 0.38%

Sold 12177 shares between 23.01.2017 and 27.01.2017

  • 1612112 0.38%

Acquired 3140 shares between 30.01.2017 and 03.02.2017

  • 1615252 0.38%

Sold 12628 shares between 06.02.2017 and 10.02.2017

  • 1602624 0.37%

Acquired 7208 shares between 13.02.2017 and 17.02.2017

  • 1609832 0.38%

Acquired 484 shares between 20.02.2017 and 24.02.2017

  • 1610316 0.38%

Acquired 16445 shares between 27.02.2017 and 03.03.2017

  • 1626761 0.38%

Sold 16296 shares between 06.03.2017 and 10.03.2017

  • 1610465 0.38%

Acquired 2824 shares between 13.03.2017 and 17.03.2017

  • 1613289 0.38%

Sold

5932 shares between 20.03.2017 and 24.03.2017

  • 1607357 0.38%

Acquired 4718 shares between 27.03.2017 and 31.03.2017

-

-

  • 1612075 0.38%

9.

John Dsouza

 

0.20%

  • 871808 0.20%

871808

 

Acquired 22000 shares between 04.04.2016 and 08.04.2016

893808

0.21%

Acquired 4192 shares between

11.04.2016 and 15.04.2016

898000

0.21%

Acquired 11800 shares between 20.12.2016 and 23.12.2016

909800

0.21%

Acquired 91578 shares between 26.12.2016 and 31.12.2016

1001378

0.23%

10.

Sadhana Gupta

 

0.13%

  • 563323 0.13%

563323

 

Acquired 14000 shares between 20.06.2016 and 24.06.2016

577323

0.13%

sold 516510 shares between 11.07.2016 and 15.07.2016

60813

0.01%

Sold 60813 shares between 18.07.2016 and 22.07.2016

0

0.00%

Acquired 23356 shares between 10.10.2016 and 14.10.2016

  • 23356 0.01%

Acquired 17854 shares between 17.10.2016 and 21.10.2016

  • 41210 0.01%

Acquired 1329 shares between 24.10.2016 and 28.10.2016

  • 42539 0.01%

Acquired 6017 shares between 07.11.2016 and 11.11.2016

  • 48556 0.01%

Acquired 2044 shares between 14.11.2016 and 18.11.2016

  • 50600 0.01%

Sold 50600 shares between 21.11.2016 and 25.11.2016

0

0.00%

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED
 

At the End of the year (or on the date of separation, if separated during the year)

       

1.

Zuari Global Limited

9821310

2.29%

9821310

2.29%

2.

NFCL Employee Welfare Trust

24356052

5.69%

24356052

5.69%

3.

Life Insurance Corporation of India

 
  • 5373875 1.26%

 
  • 5373875 1.26%

4.

Lok Prakashan Ltd.

 
  • 2440784 0.57%

 
  • 2440784 0.57%

5.

Profitex Shares and Securities Private Limited

 
  • 1200000 0.28%

 
  • 1200000 0.28%

6.

United India Insurance Company Ltd

 
  • 1193808 0.28%

 
  • 1193808 0.28%

7.

Anil Kumar Varshney

27306

0.01%

27306

0.01%

8.

Karvy Stock Broking Ltd

 
  • 1612075 0.38%

 
  • 1612075 0.38%

9.

John DSouza

 
  • 1001378 0.23%

 
  • 1001378 0.23%

10.

Sadhana Gupta

0

0.00%

0

0.00%

  • (v) Shareholding of Directors and Key Managerial Personnel:

Particulars For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of

% of total

No. of

% of total

shares

shares of the Company

shares

shares of the Company

At the beginning of the year

 
  • - -

-

 

-

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat):

 
  • - -

-

 

-

At the End of the year

 
  • - -

-

 

-

(vi)

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

 

( `````

In

Lakhs)

 

Secured Loans

Unsecured

Deposits

       

Total

 

Particulars

excluding

Loans

Indebted-

 

deposits

ness

Indebtedness at the beginning of the financial year

       

i)

Principal Amount

 

100.00

  • - -

 

-

ii)

Interest due but not paid

 

10.27

  • - -

 

-

iii)

Interest accrued but not due

 
  • - -

-

 

-

 

Total (i+ii+iii)

 

110.27

  • - -

 

-

Change in Indebtedness during the financial year

       
 

·

Addition

12.00

  • - -

-

·

Reduction

1.18

  • - -

-

Net Change

   

10.82

   

Indebtedness at the end of the financial year

       

i)

Principal Amount

 

100.00

  • - -

 

-

ii)

Interest due but not paid

 

21.09

  • - -

 

-

iii)

Interest accrued but not due

 
  • - -

-

 

-

Total (i+ii+iii)

   

121.09

  • - -

 

-

NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

Remuneration to Managing Director, Whole-time Directors and/or Manager:

 

(`````)

Sl.No.

Particulars of Remuneration

 

K Soma Raju, Manager

Total Amount

 

1.

Gross salary (per annum)

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

 

1,43,667

 

1,43,667