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HPCL Biofuels Limited

(A wholly owned subsidiary company of

Hindustan Petroleum Corporation Ltd.)

BOARD OF DIRECTORS

Mr. R. S. Pandey

Chairman

(Upto 19.2.2014)

Ms. Nishi Vasudeva

Director

(Upto 24.2.2014)

Mr. Pushp Kumar Joshi

Director

Mr. K V Rao

Director

Mr. B. K. Namdeo

Addl. Director

CHIEF EXECUTIVE OFFICER AND "MANAGER"

Mr. Vinod Nehete

CEO

Board of Directors

Mr. P. K. Joshi

Mr. K.V. Rao

Mr. B. K. Namdeo

Manager & CEO

Mr. Vinod Nehete

Chief Financial Officer

Mr. R. Sankaran

Company Secretary

Ms. Heena Shah

Statutory Auditors

S. K. Jha & Associates

Chartered Accountants

Bankers

State Bank of India

Union Bank of India

Registered Office:

HPCL Biofuels Limited

No. 271, Road No. 3E,

Post Box No. 126,

New Patliputra Colony,

Patna – 800 013, Bihar.

www.hpclbiofuels.co.in

E-mail: info@hpclbiofuels.co.in

2 NOTICE OF AGM

5 DIRECTORS' REPORT

10 MANAGEMENT DISCUSSION & ANALYSIS REPORT

11 C&AG'S COMMENTS

12 AUDITOR'S REPORT

16 BALANCE SHEET

17 PROFIT AND LOSS ACCOUNT

18 NOTES FORMING PART OF FINANCIAL STATEMENTS

36 CASH FLOW STATEMENT

37 CORPORATE GOVERNANCE REPORT

39 PROXY FORM

Corporate Objectives

To become market leader in producing Ethanol from Sugarcane juice.

The ethanol produced will be sold to Oil Marketing Companies for blending in Petrol, thereby helping the nation in subsantial savings in foreign exchange.

1

5th Annual Report 2013-2014

NOTICE OF FIFTH ANNUAL GENERAL MEETING

NOTICE is hereby given that the Fifth Annual General Meeting of HPCL Biofuels Limited will be held on 19 th August, 2014 at the registered office of the Company at No. 271, Road No. 3E, New Patliputra Colony, Patna – 800 013 at 04.00 p.m. to transact the following business:

ORDINARY BUSINESS

1.

To consider and adopt the audited financial statement of the Company for the financial year ended on March 31, 2014, the report of the Board of Directors and Auditors thereon.

2.

To appoint a Director in place of Mr. K V Rao (DIN: 05340626) who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

SPECIAL BUSINESS

3.

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

“RESOLVED THAT Mr. Vinod Nehete, deputationist from HPCL be and is hereby re-appointed as ‘Manager’ under the Companies

Act, 2013 to be designated as Chief Executive Officer (CEO) of the Company for a period of (03) three years with effect from

01.06.2014, as per terms of deputation from HPCL.

RESOLVED FURTHER THAT in terms of the Article 123 of the Articles of Association of the Company, in accordance with the provisions of Sections 203, 196, 197 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), subject to all such approval, as may be necessary, the consent of the Company be and is hereby accorded to the appointment of Mr. Vinod Nehete as the Manager of the Company, to be designated as CEO, for a period of three years commencing from 01st June, 2014 or conclusion/completion of deputation or withdrawal of deputation by

HPCL whichever is earlier, for a remuneration i.e. Salary ` 1,46,000/- p.m. and perquisite ` 73,000/- p.m. so as not to exceed the limits specified in Schedule V of the Companies Act, 2013 or any amendments thereto .

RESOLVED FURTHER THAT any Director or Company Secretary be and is hereby authorized to do all such things as may be necessary including filing of the requisite returns containing such particulars and documents as may be prescribed with MCA with regards to the re-appointment of Manager ”.

4.

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

“RESOLVED THAT pursuant to provisions of section 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Balraj Kishor Namdeo (DIN: 06620620), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of Annual General Meeting, and who is eligible for reappointment under the relevant provisions of the

Companies Act, 2013, 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 for the office of Director, be and is hereby appointed as Director of the company liable to retire by rotation.”

5.

To consider and if thought fit , to pass the following resolution(s) as an Ordinary Resolution:

“RESOLVED that pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies

(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force),

M/s. R Nanabhoy & Co., Firm of Cost Auditors, be and is hereby appointed as Cost Auditor to conduct the audit of the cost records of the company for the financial year ending on 31 st March, 2015.

RESOLVED FURTHER that the Cost Auditor for providing the said services shall be paid a remuneration of ` 51,000/- (Rupees Fifty

One Thousand Only) plus applicable taxes and out of pocket expenses.

RESOLVED FURTHER that the Director or Secretary of the Company be and is hereby authorized to submit the necessary Forms/

Returns to MCA/Central Government and to do all such acts as may be necessary to give effect to the aforesaid resolution.

6.

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

“RESOLVED THAT pursuant to Section 180 (1) (c) of the Companies Act, 2013 and other applicable provisions, if any, consent be and is hereby accorded to the Board of Directors to borrow from time to time, at its own discretion, on such terms and conditions as to repayment, interest or otherwise, any sums or sums of monies which together with the moneys already borrowed by the

Company (apart from temporary loans obtained from the bankers of the Company in ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board of Directors shall not at any time exceed the limit of ` 900 Crores

[Rupees Nine Hundred Crores only].

RESOLVED THAT the consent of the Company be and is hereby accorded in terms of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 for mortgaging, hypothecating, assigning and/ or charging by the Board of Directors of the Company (hereinafter called the “Board” which term shall be deemed to include person(s) authorized and/or any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), of the movable and immovable properties of the Company whereever situated, present and future, all the book debts, operating cash flows, receivables, all other current assets, commission, revenues of the Company, (both present and future) in

2

favour of the Lenders or its agent or trustee to secure the Facility provided by the Lenders to the Company together with all fees, costs, charges, expenses and all other monies payable by the Company to the Lenders, its agents and/or security trustees in relation to the Facility.

RESOLVED FURTHER THAT THE Board be and is hereby authorised to finalise with the Lenders, its agents and other persons the documents for creating aforesaid mortgage, assignment and/or the charge.

RESOLVED FURTHER THAT THE Board be and is hereby authorised to finalise with the Lenders, its agents and other persons the documents for disbursement of the Facility and to do all such acts deeds and things as may be necessary for giving effect to the above resolution.”

All members are requested to kindly make it convenient to attend the meeting.

By Order of the Board

For HPCL Biofuels Ltd.

Dated: 30 th July, 2014

Registered Office:

No. 271, Road No. 3E

Post Box No. 126 (Patna GPO)

New Patliputra Colony

Patna - 800 013, Bihar.

Heena Shah

Company Secretary

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 the proxy need not be a member of the Company.

2.

The instrument appointing a proxy must be deposited at the Registered Office of the Company not later than forty eight hours prior to the time of commencement of the meeting.

3.

Corporate member intending to send their authorized representative to attend and vote on their behalf at the Meeting are requested to send letter of authorisation.

4.

All documents referred to in the Notice are open for inspection at the Registered Office of the Company.

Statement pursuant to section 102 of the Companies Act, 2013, in respect of item no. 3 to 6 is enclosed and forms part of this notice.

Item No. 3

The Board, on recommendations of the Nomination & Remuneration Committee, at their meeting held on 22 nd May, 2014 have re-appointed Mr. Vinod Nehete as Manager of the Company for a period of three years w.e.f. 01-06-2014 or his superannuation/ completion of deputation/withdrawal of deputation by HPCL with ever is earlier. The matter is being placed at General Meeting for consideration of shareholders to ratify the appointment and approving the remuneration terms in terms of section 197 to read with scheduled V to the Act and the Board of directors recommend passing of the resolution for re-appointment of Mr. Vinod Nehete. The terms of re-appointment including remuneration are set out in the resolution.

Mr. Vinod Nehete is Mechanical Engineering Diplomaholder ( DME) and has over 30 years’ experience in handing various challenging assignments at different departments of HPCL. He has also served Company as COO- Operations before his appointment as CEO and well versed with Company’s business.

In absence or inadequacy of profits in any financial year, the remuneration as set out in the resolution is considered as the minimum remuneration to Mr. Vinod Nehete, and is within the limits and in any case maximum remuneration payable to him will not exceed the limits prescribed by Schedule V to the Act. Mr. Vinod Nehete is currently in Deputy General Manager grade of Hindustan Petroleum

Corporation Limited (HPCL), the holding Company and is deputed as CEO of HPCL Biofuels Limited and hence his remuneration is governed by terms of deputation from HPCL.

The Board is of the opinion that his appointment as Manager to be designated as Chief Executive Officer (CEO) of the Company would be in the interest of the Company and accordingly the resolution at item no. 3 of the Notice is recommended for members’ approval.

Save and except Mr. Vinod Nehete, none of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out in item no. 3.

The Board of Directors recommends the resolutions for your approval as Ordinary Resolution.

Item No. 4

Mr. Balraj Kishor Namdeo was appointed as an additional Director on the Board effective 24. 02.2014 in terms of section 161(1) of the

Companies Act, 2013, he holds office of Director up to the date of Annual General meeting and is eligible for appointment as Director.

The company has received a notice in writing from a member along with the deposit of requisite amount, proposing him as a candidate for the office of Director in terms of section 160 of the Companies Act, 2013. Mr. B K Namdeo is Director Refineries of HPCL. The

Board recommends appointment of Mr. B K Namdeo as Director.

5th Annual Report 2013-2014

Save and except Mr. B K Namdeo, none of the other Directors/Key Managerial Personnel of the Company/ their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out in item no. 4.

The Board of Directors recommends the resolutions for your approval as Ordinary Resolution.

Item No. 5

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the company for the financial year ending March 31, 2015 for a remuneration of

` 51,000/- (Rupees Fifty One Thousand only).

In accordance with provisions of section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors has to be ratified by the shareholders of the company.

Accordingly, the consent of the members is sought for passing the ordinary resolution as set out at item no. 5 of the notice for ratification of the remuneration payable to cost auditors for the financial year ending on March 31, 2015.

None of the Directors/KMP of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 5 of the Notice.

The Board of Directors recommends the resolution set out at item no. 5 of the notice for approval of shareholders as an Ordinary

Resolution.

Item No. 6

In terms of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company, shall exercise the power to borrow money, where money to be borrowed, together with the money already borrowed by the Company will exceed aggregate of its paid up share capital and free reserves, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business only with the consent of the Company by passing a Special Resolution.

The Shareholders of the Company had at its general meeting held on 29 th July, 2010 inter-alia passed an Ordinary Resolution pursuant to Section 293(1)(d) and any other applicable provisions of the Companies Act, 1956 authorising the Board of Directors of the Company to borrow monies for and on behalf of the Company from time to time as deemed by it to be requisite and proper for the business of the

Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) and remaining outstanding shall not exceed ` 900 Crores (Rupees Nine Hundred Crores Only) in excess of the aggregate of the paid up capital of the

Company and its free reserve i.e. reserves not set apart for any specific purpose, as per the latest annual audited Financial statement.

Further Shareholders of the Company at its General meeting held on 29 th July, 2010 also passed pursuant to Section 293(1)(a) & all other applicable provisions, if any, of the Companies Act, 1956 an Ordinary Resolution authorising Board of Directors of the Company to create charge/provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as priority, as the Board in its absolute discretion thinks fit, on the assets of the Company.

The Ministry of Corporate Affairs (MCA), New Delhi vide their Notification No. 2754 dated September 12, 2013 had notified inter-alia the applicability of provisions of Section 180(1)(c) and Section 180(1)(a) of the Companies Act, 2013 with effect from September 12,

2013, which stipulates obtaining prior approval of the Shareholders of the Company by way of Special Resolution for exercising the specified powers of the Board of Directors relating to borrowing and selling/disposing off etc. of an undertaking of the Company respectively. Further MCA also vide its circular No. 04/2014 dated 25.03.2014 have clarified that the resolution passed under Section

293 of the Companies Act, 1956 prior to 12.09.2013 with reference to borrowings and / or creation of security on the assets of the

Company will be regarded as sufficient compliance of the requirements of Section 180 (Restriction on the Powers of the Board) of the

Companies Act, 2013 for a period of one year from the date of notification indicating the applicability of Section 180 of the Act, 2013.

Therefore Company is now required to obtain consent of the Company by a Special Resolution before 12.09.2014.

Shareholders may kindly note that there is no change proposed in the Borrowing limits and the current proposal is only to comply with the requirement of passing of Special Resolution under Section 180 of the Companies Act, 2013.

The relevant resolutions proposed for the Member’s approval are specified collectively at item No. 6.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this Resolution.

The Board of Directors recommend the Special Resolution as set out in item No. 6 of the Notice for the approval of the Shareholders.

By Order of the Board

For HPCL Biofuels Ltd.

Heena Shah

Company Secretary

Dated:30 th July, 2014

Registered Office:

No. 271, Road No. 3E

Post Box No. 126 (Patna GPO)

New Patliputra Colony

Patna - 800 013, Bihar.

4

DIRECTORS' REPORT

Dear Shareholders,

Your Directors are pleased to present the Fifth Annual Report and audited accounts for the financial year ended

31 st March, 2014.

PHYSICAL PERFORMANCE

Highlights of the physical performance of the plants during the year 2013-14 are given below:

Particulars

No. of days operated

Quantity of cane crushed

Sugar manufactured

Sugar Recovery

Ethanol manufactured

Power generated

Power exported

Unit of Measurement

Days

Lac MT

MT

%

KL

MWhr

MWhr

Sugauli

105

2.27

17,528

8.02

4104

26,570

15,528

Lauriya

98

2.41

15,724

7.95

3,579

22,495

17,171

FINANCIAL PERFORMANCE

Summary of financial performance is given as under:

Income from Operations

Other Income

Total Income

Total Expenses

PBDIT

Less-Depreciation

Less-Interest

Profit / (Loss) before Prior Period Items and Tax

Prior Period Item

Profit / (Loss) for the year before Tax

Provision/(Reversal) for Taxes

Profit / (Loss) for the year after Tax carried forward to Balance Sheet

For the year ended For the year ended

31.03.2014

31.03.2013

(`) ( ` )

133,33,99,425

20,55,114

133,54,54,539

139,77,12,769

(6,22,58,230)

31,69,15,819

78,85,58,964

(116,77,33,013)

89,15,457

(115,88,17,556)

0

(115,88,17,556)

91,48,57,354

56,47,752

92,05,05,106

1,17,81,37,334

(25,76,32,228)

45,40,77,741

76,03,56,798

(147,20,66,767)

(1,00,000)

(147,21,66,767)

0

(147,21,66,767)

PLANT OPERATIONS

The season pertaining to the financial year 2013-14 was the third year of operation of both the mills and they were geared up after augmentation of the sugar boiling house to process the entire 3500 TCD of cane crushing. The major contractor for this job abandoned the job midway leading to stoppage of work and delay in the execution of the job. However, the efforts of the

HBL personnel to get the job done through a third party within a short span of time, ensured that the plant was ready for the season made it possible to run the plants during the season.

There was a delay in start of the crushing season this year due to the impasse in the fixation of the price to be paid for sugar cane. This had shifted the season to middle of December and accordingly, the season extended into April/May 2014 i.e. into the next financial year. Thus the figures given above for the financial year 2013-14 do not fully capture the season 2013-14 and hence the discussion below covers the full season 2013-14, which is more realistic to analyse.

5

5th Annual Report 2013-2014

Sugar Plant

Sugar Plant performance was much better than previous year with Sugauli registering an increase of 18% and Lauriya 30% over previous year’s crushing figures. However, the sugar recovery was lower at both Sugauli and Lauriya which stood at

7.24% and 7.53% (8.60% & 7.11% for previous year) respectively. Lower recovery was mainly due to lower quality of sugar cane supplied and certain process issues in the plant. Due to late of start of the plants resulting from delay in completion of BH expansion work, early / premium variety of cane was used up by the neighbouring mills which affected the overall recovery.

These are being addressed on war footing so that the ensuing season could be operated at better recovery rates.

Ethanol Plant

Ethanol plants have performed quite well and even beyond their rated capacity. However, the production was restricted to the molasses in stock and generated during the season as the efforts of the company to get additional allocation from GoB did not materialize. The company is looking other alternatives to maximize the utilization of the ethanol plants.

Cogen Plant

The Cogen plants have stabilised registering an increase of 21% at Sugauli and at Lauriya over the last year generation. Even the net power export saw significant increase with Sugauli seeing a hike of 33% and lauriya 15% over last year. The design capacity is however yet to be achieved in both the plants.

CANE MANAGEMENT

Development of its cane command area in terms of increasing the acreage of cane cultivation as well as the productivity of cane in the cane command area has been in the focus of your company all through. As a result the availability of cane in the command areas was quite good, which facilitated crushing of 30.19 lac quintals of sugar cane at Sugauli and 26.17 lac quintals at Lauriya.

However, due to certain varieties of cane failing to meet the targets of sugar content, the total recovery at the plants was lower than the neighboring mills. This aspect is being addressed immediately and the farmers are being contacted and advised personally by the cane department personnel for switching over to better and high yielding varieties, which is in the mutual interest of both the mills and farmers.

The liquidity position of your company during the year was not quite healthy due to expenditures in the sugar boiling house expansion and payments to the bank. The company was not in a position to raise any further funds and hence there had been some delay in payment to the farmers for the cane procured during the year. However, your company is taking all necessary steps to meet the payment obligations expeditiously.

MARKETING ACTIVITIES

Sugar

Your company is marketing sugar only through the online platform NCEDX Spot and the entire sales during the year 2013-14 has been sold through the platform. The realisation has been good and comparable to the neighboring mills. Taking cue on the upbeat trend during March 2014, your company could even collect advance payment from buyers for sale of sugar, which eased the cash flow position to a good extent.

Ethanol

Ethanol is being sold only to the promoter company M/s HPCL and is being supplied even to far away depots like Ajmer, Rewari etc. Your company would like to acknowledge the timely help extended by HPCL by providing advance payment for ethanol supplies, which funds were very handy for HBL during the latter part of the year.

Power

Your company has a PPA with BSEB under which the surplus power generated is sold to them and the payments from BSEB for the power supply has been prompt.

LOAN CONVERSION

There was an outstanding balance of ` 385.46 Cr relating to bridge loans taken from the promoter company HPCL. As the company was not in a position to repay the loans and the interest payable thereon was putting lot of strain on the profitability, the company took it up with HPCL for converting the same to capital. With due approval from the Board of HPCL as well as

HBL, the said balance along with the interest thereon for the year 2013-14 was converted to 5% Non cumulative 14 year redeemable Preference Shares and the allotment has been made to HPCL in March 2014 itself.

DIVIDENDS

Since the company has just commissioned it’s both the plants during season of financial year 2011-12 and is yet to stabilize in terms of commercial operations, Directors have decided not to declare any dividend for the year.

6

CREDIT RATING

Your company has been able to retain rating as ‘Fitch A (ind)’ for the year 2013-14 from M/s Fitch Ratings for the National Long-

Term rating, reinforcing the faith of the rating agency in the in built resilience of your company.

INSURANCE

Insurance for Plant & Machinery has been obtained from Oriental Insurance Company for the period 20th January 2014 to

19 th January 2015. With a good track record in safe operations and dialogue with the insurers, your company has been able to get a substantial reduction in the premiums amounts without any reduction in the coverage.

AUDITORS

M/s. S K Jha & Associates, Chartered Accountants, were appointed as Statutory Auditors by Comptroller & Auditor General of

India (C&AG) by their letter dated 26th August 2013 and will retire at the conclusion of this Annual General Meeting.

As per provisions of the Companies Act, the Board of directors have authorized CEO/CFO to advised C&AG to appoint

Auditors of the Company for the financial year 2014-15 to hold office of the auditors from conclusion of this Annual General

Meeting (AGM) till the conclusion of the next AGM

COST AUDITOR

M/s. R. Nanabhoy & Co have been appointed as cost auditors, in accordance with the guidelines issued in this regard. The cost statements for the year 2013-14 as stipulated under the cost audit rules have been prepared and submitted to them for audit.

The cost audit report would be filed within the stipulated due date.

RENEWABLE ENERGY BENEFITS

Your company had got registered with the competent authority for issue of Renewable Energy Certificates (REC) in respect of the captive consumption of power generated by its cogen plant operating on Bagasse / Biomass. Renewable Energy Certificates have been obtained by the company in accordance with the rules and they are being regularly sold through Power Exchange.

The REC that is likely to be earned for the season 2013-14 is about ` 1.5 Cr which is under process. This has opened up another revenue stream for the company.

AUDIT COMMITTEE

The Audit Committee of your Company has carried out its functions in accordance with provisions of the Companies Act.

DEPOSITS

Your Company has not accepted any deposits from Public during the year.

SAFETY, HEALTH AND ENVIRONMENT

Your Company is focused on the Health, Safety and Environment management which is an integral part of all activities carried out at both the Plants i.e. at Sugauli& at Lauriya. It is a proud moment to note that your Company had accident free operations during the period under review.

Your Company has acquired all environmental approval & permission for its operations.

Your company believes that employees are its biggest assets and hence it takes care to ensure the health & well being of all employees.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions of the Companies Act, your Directors give hereunder the Director’s Responsibility Statement pertaining to the accounts of the Company that:

A) In the preparation of annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures;

B) The Company has 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 as on 31 st March,

2014 and of the Profit and Loss account of the Company for the year ended on that date.

C) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D) These Accounts have been prepared on a going concern basis.

7

5th Annual Report 2013-2014

DIRECTORS

Shri B Mukherjee, Director of the company superannuated from HPCL w.e.f. 31.05.2013, consequently, HPCL nominated Shri

K V Rao as Director on Board of the company in place of Shri B Mukherjee effective 01.06.2013.

Shri K Murali, superannuated from HPCL w.e.f. 30.06.2013 and HPCL nominated Shri Pushp Kumar Joshi as Director on the

Board of the Company in his place effective 01.07.2013.

Shri R S Pandey, Chairman resigned from the post and the Board with effect from 19.02.2014.

Thereafter, HPCL nominated Shri B K Namdeo in place of Smt. Nishi Vasudeva on the Board of the company and

Shri B K Namdeo was appointed as additional Director with effect from 24.02.2014 and shall continue to hold the office of

Director up to next Annual General Meeting of the Company.

The Board of Directors of the company presently comprises of Shri Pushp Kumar Joshi, Shri K V Rao and Shri B K Namdeo.

As per the provisions of the Companies Act, 2013, Shri K V Rao will retire by rotation at this Annual General Meeting and is eligible for re-appointment.

The Board of Directors places on record its sincere appreciation of the valuable services rendered by Shri R S Pandey,

Shri B Mukherjee, Shri K Murali and Smt Nishi Vasudeva during their tenure on the Board.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING/ OUTGO AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)

RULES, 1988

In accordance with the requirements of the Companies Act, read with applicable Rules, statement showing the particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are enclosed hereto and forms part of this report marked as Annexure.

PARTICULARS OF EMPLOYEES

As regards provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)

Rules, 1975, none of the employees was in receipt of remuneration exceeding the limits prescribed.

ACKNOWLEDGMENTS

The Directors gratefully acknowledge the valuable guidance and support extended by HPCL, Dept. of Industries and Dept.

Cane Government of Bihar, BSEB and BSPCB of Government of Bihar, MOE&F, GoI, Ministry of Food & Public Distribution GoI and other State Government Agencies.

Your Directors also wish to place on record their appreciation of the dedicated services of the employees of the Company including those deputed by HPCL.

Place : Mumbai

Date : 30.07.2014

On behalf of the Board of Directors

P.K. Joshi

Director

8

ANNEXURE TO THE DIRECTOR’S REPORT

A.

CONSERVATION OF ENERGY

(a) The Company is a green field project and is undertaking manufacturing of Sugar, Ethanol & Cogen Power from crushing of Sugar cane at Sugauli & Lauriya, in the State Bihar.

(b) The year 2013-14 has been the third year of the operation of the plants which are in the phase of stabilization and hence measures for reduction of energy consumption would be studied, implemented and their impacts would be assessed in the coming years.

B.

TECHNOLOGY ABSORPTION

1.

Specific areas in which R & D carried out by the company.

Your company is in constant dialogue with the Cane department of GoB as well as the agricultural university at Pusa in various areas of cane development. In the years to come, as more specific program would be developed in

(a) Technology for improving cane yield per hectare and its recovery

(b) Intercropping options based on local needs

(c) Introduction of high yielding varieties of seeds for maximizing ethanol production

2.

Future plan action.

Would embark on the scheme as the plants stabilize in commercial terms

3.

Expenditure on R & D.

Nil (Previous year Nil)

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1.

Efforts in brief, made towards technology absorption, adaptation and innovation.

The following technologies have been used in the plants and the personnel are getting trained in operating and trouble-shooting the equipments along with the technology.

a) Cane Diffusion Technology b) Producing Ethanol directly from Sugar Cane Juice c) Molecular Sieve Technology

2.

Benefits derived as a result of the above efforts.

Benefits will accrue in the coming years as the plants stabilize on commercial terms.

3.

Information regarding Technology imported during the last 5 yea rs

(a) Details of technology imported and year of import.

Not Applicable

(b) Has technology been fully absorbed, and if not fully absorbed, areas where this has not taken place, reasons thereof and future plans of action.

Not Applicable

C.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; developments of new export markets for products and services; and export plans.

-Nil-

(b) Total foreign exchange used and earned.

(In ` ‘000s)

Total foreign exchange used

Consultancy services/others

Total foreign exchange earnings

Nil

Nil

9

5th Annual Report 2013-2014

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Indian Sugar Industry welcomed the year 2013-14 with great cheers as the regulatory framework of the industry started giving way to market dynamics. The recommendations of Rangarajan Committee were partially implemented by abolition of levy sugar and quota release systems. However, this freedom, which has been felt perhaps for the first time in the memory of free

India, brought also some anxiety to the millers as the market became volatile and the prices slided substantially. Added to that was the threat from raw sugar imports which literally ate into the millers pockets.

It is to the credit of the Indian Sugar Industry that they withstood this change over syndrome quite well and have faced the

2013-14 season with more stability and equanimity. For your company, which is a lone upstart public sector company in the industry, it was a tough year but they have also managed to come out of the shocks with good credentials.

Specific to the state of Bihar, there was a long dispute between the farmers and the Government regarding fixation of the price of cane for the season, which had delayed the start of the season by about three weeks which also pushed the closure of the season well into April / May, 2014. This had an impact in the recovery of sugar towards the last leg of the season when the ambient temperatures rose sharply but there was enough cane to be crushed.

Linking of the sugar cane prices to the sugar prices, which is a major recommendation of the Rangarajan Committee, is yet to be implemented. In the wake of dropping prices, stiff competition from importers and rising cost of operations, this is more than ever required and the industry is eagerly awaiting the same.

The year also opened with the decontrol of the Ethanol pricing. Instead of fixing the prices, the Union Government asked the

Oil Marketing Companies to procure ethanol through tendering process. This saw that the realisation of ethanol go up from

` 27 per litre to more than ` 34 per litre, which has added considerably to the bottom line of sugar mills producing ethanol. The process is likely to be continued which rises the hopes that there would be periodical increase in ethanol prices reflecting the current demand supply situation of the market and the cost of production.

An empowered committee of the Government of India had announced that the sugar mills will be extended interest free loan to assist them in clearing the pending payments of cane growers. Though it raised expectations of the sugar mills for a respite in the right direction, the guidelines and methodology for its implementation is yet to be announced.

The year ahead already has predictions about the El Nino effects which may hamper the rainfall and consequently the cane crop for the season. Prospects of an upswing during the season year 2014-15 would largely depend on this factor as well as government policies on matters like exports and subsidies.

Kindly check whether the given parameters are covered on the report, if not kindly includes the same as these are qualifying parameter under Corporate Governance Report of DPE.

Place : Mumbai

Date : 30.07.2014

For and on behalf of Board of Directors

P.K. Joshi

Director

10

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 619 (4)

OF THE COMPANIES ACT, 1956 ON THE ACCOUNTS OF HPCL BIOFUELS LIMITED FOR THE YEAR

ENDED 31 MARCH, 2014.

The preparation of financial statements of HPCL Biofuels Limited for the year ended 31 March 2014 in accordance with the financial reporting framework prescribed under the Companies Act, 1956 is the responsibility of the management of the company. The statutory auditors appointed by the Comptroller and Auditor General of India under Section 619(2) of the

Companies Act, 1956 are responsible for expressing opinion on these financial statements under section 227 of the Companies

Act, 1956 based on independent audit in accordance with the standards on auditing prescribed by their professional body the

Institute of Chartered Accountants of India. This is stated to have been done by them vide their Audit Report dated

22 May 2014.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under section 619(3)(b) of the Companies Act, 1956 of the financial statements of HPCL Biofuels Limited for the year ended 31 March 2014.

On the basis of my audit nothing significant has come to my knowledge which would give rise to any comment upon or supplement to Statutory Auditors' report under section 619(4) of the Companies Act, 1956.

For and on the behalf of the

Comptroller and Auditor General of India

Parama Sen

Principal Director of Commercial Audit

& ex-officio Member Audit Board II, Mumbai

Place: Mumbai

Date: 17 July 2014

11

5th Annual Report 2013-2014

To,

The Members of HPCL Biofuels Limited

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

1.

We have audited the accompanying financial statements of the HPCL Biofuels Limited, which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required for companies and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Profit and Loss Account of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of cash flows for the year ended on that date.

Emphasis of Matter

7.

Your attention is hereby drawn to Note No.- 31A [relating to Provision for Gain/(Loss) on Inventory Variation] and Note

No. 57 [dealing with the details of the said variation] of the financial statements. The reasons of such variations and the period to which the same relates could not be made available to us. However, considering that the said variation has been disclosed as exceptional item in the statement of profit and loss, our opinion is not qualified in this matter.

8.

The quantitative details of consumption of raw materials and production of manufactured goods mentioned in Note

No. 33 of the Financial Statements could not be verified from the books of accounts. Our opinion is not qualified in this matter.

Report on Other Legal and Regulatory Matters

9.

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of

Section 227 (4A) of the Companies Act, 1956 and in terms of the information and explanations given to us and also on the basis of such checks as we considered appropriate, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

10. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and have found them to be satisfactory;

12

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

c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ; e) In our opinion provisions of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 is not applicable to a Government Company in view of clarification issued by the Department of Company affairs vide No. 2/5/2001-

CL-V; General Circular No. 8/2002 dated 22.03.2002.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, we are unable to comment on this particular issue.

For S. K. JHA & ASSOCIATES

Chartered Accountants

Place : Mumbai

Date : 22 nd May, 2014

(CA. RATENDRA KUMAR)

Partner

Membership Number- 075813

Firm Registration Number- 006189C

13

5th Annual Report 2013-2014

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph (9) of our report of even date on financial statements of HPCL Biofuels Limited for the year ended on 31 st March, 2014

(i) (a) The company has maintained proper records of fixed assets showing full particulars including quantitative details and situation of fixed assets.

(b) We have been explained that physical verification of fixed assets is planned in the next year in view of the age of the capital assets and no physical verification could be conducted during the year. Considering all the facts and even after taking into account the age of the capital assets, it appears that physical verification of fixed assets have not been conducted at intervals which might be considered reasonable. The question of any material discrepancies noticed on such verification and its dealing in books of accounts, therefore, does not arise.

(c) During the year, the company has not disposed off substantial part of its fixed assets.

(ii) (a) Physical verification of inventory has been conducted by the management during the year.

(b) The procedures of physical verification of inventory followed by the management appear reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of our examination of controls and records, proper records of inventory do not appear to have been maintained. Material discrepancies have been noticed on physical verification which have been properly dealt with in the books of accounts.

(iii) According to the information and explanation given to us, the company has not granted or taken any loan, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies

Act, 1956.

(iv) Except for the possible effects of the matters described in the Emphasis of Matter paragraph, in our opinion and according to the information and explanations given to us, there appears to be adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, the company has not entered into any transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public.

(vii) The internal audit of the company is carried out by the internal auditors belonging to the parent company which, in our opinion, is commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account relating to material, labour and other items of cost maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209

(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) On the basis of our examination of the records and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues with appropriate authorities except for a few instances where it has delayed in depositing the statutory dues by few days. There is, however, no arrear of statutory dues as on the last day of the financial year which was outstanding for a period of more than 6 months from the date the same became payable.

(b) According to the information and explanations given to us, there are no dues which have not been deposited with appropriate authorities on account of dispute. Further since the Central Government of India has, till date, not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, there is no statutory due payable under Section 441A of the Act.

(x) The company has been registered for a period which is less than five years as at end of financial year 31.03.2014, hence the provisions of clause 4(x) of the Companies (Auditor’s Report) Order, 2003 is not applicable.

(xi) On the basis of our examination of the records and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society and hence the provisions of clause

4(xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable to the company.

14

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xv) The company has given guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof do not seem prejudicial to the interests of the company.

(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

(xvii) In our opinion and according to the information and explanations given to us, funds amounting to ` 25,86,15,823 raised on short term basis have been used for meeting commitments towards long term assets and therefore have been used for long term investment.

(xviii) The company has not made any preferential allotment of shares during the year to the parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clause 4(xviii) of the

Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(xix) The company has not issued any debenture during the year. Hence the provisions of clause 4(xix) of the Companies

(Auditor’s Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised any money by public issue. Hence the provisions of clause 4(xx) of the Companies (Auditor’s

Report) Order, 2003 are not applicable to the company.

(xxi) No fraud on or by the company during the year were either noticed during our checking or were reported to us.

Place : Mumbai

Date : 22 nd May, 2014

For S. K. JHA & ASSOCIATES

Chartered Accountants

(CA. RATENDRA KUMAR)

Partner

Membership Number- 075813

Firm Registration Number- 006189C

15

5th Annual Report 2013-2014

Balance Sheet as at 31st March, 2014

PARTICULARS Note No.

I EQUITY AND LIABILITIES

Shareholders’ Funds

(a) Share Capital

(b) Reserves & Surplus

(c) Money Received against Share Warrants

Share Application Money Pending Allotment

Non-Current Liabilities

(a) Long-Term Borrowings

(b) Deferred Tax Liabilities (Net)

(c) Other Long Term Liabilities

(d) Long-Term Provisions

Current Liabilities

(a) Short-Term Borrowings

(b) Trade Payables

(c) Other Current Liabilities

(d) Short-Term Provisions

TOTAL

II ASSETS

Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets

(ii) Intangible Assets

(iii) Capital Work-in-Progress

(iv) Intangible Assets under Development

(v) Fixed Assets Held for Sale

(b) Non-Current Investments

(c) Deferred Tax Assets (Net)

(d) Long-Term Loans & Advances

(e) Other Non-Current Assets

Current Assets

(a) Current Investments

(b) Inventories

(c) Trade Receivables

(d) Cash & Cash Equivalents

(e) Short-Term Loans & Advances

(f) Other Current Assets

TOTAL

The Accompanying Notes are Integral Part of the Financial Statements

3

4

5

6

7

8

9

10

11

13

12

14

15

16

17

18

19

20

21

22

As at 31.03.2014

Amount ( ` )

6,251,715,110

(3,165,709,083)

2,627,003,607

3,283,373

220,012,985

979,435,059

1,516,861,500

38,201

8,432,640,752

6,581,400,110

3,265,457

42,691,747

323,906,716

1,134,777,772

102,589,994

86,379,097

140,011,969

17,617,890

8,432,640,752

As per our report of even date attached

For S K Jha & Associates

Chartered Accountants

(C A Ratendra Kumar)

Partner

Membership No. 075813

Firm’s ICAI Reg. No. 006189C

Place : Mumbai

Date : 22 nd

May, 2014

(B. K. Namdeo)

Director

For and on behalf of the Board

(K.V. Rao)

Director

(R. Sankaran)

Chief Finance Officer

16

(Vinod Nehete)

CEO & Manager

As at 31.03.2013

Amount ( ` )

2,055,200,000

(2,006,891,527)

6,142,623,696

3,501,469

13,631,957

229,097,565

1,789,997,823

145,027

8,330,981,490

6,406,355,673

3,170,547

156,171,442

419,647,172

1,043,668,577

62,168,820

70,458,425

54,262,314

11,403,040

8,330,981,490

(P. K. Joshi)

Director

(Heena Shah)

Company Secretary

Statement of Profit and Loss for the year ended 31st March, 2014

For the Year ended

31.03.2014

Amount ( ` )

For the Year ended

31.03.2013

Amount ( ` )

PARTICULARS

Income

I.

Revenue from Operations (Gross)

Less: Excise Duty

Revenue from Operations (Net)

II. Other Income

Total Revenue (I+II)

Expenses

Cost of Materials Consumed

Consumption of Stores & Consumables

Packing Expenses

Excise Duty on Inventory Differential

Power & Fuels

Changes in Inventories of Finished Goods, WIP & Stock in Trade

Employee Benefits Expense

Chemicals Consumed

Finance Costs

Depreciation & Amortization Expense

Other Expenses

Total Expenses

Note No.

23

24

25

26

27

28

29

30

Profit/(Loss) Before Exceptional & Extraordinary Items and Tax

Exceptional Items

Prior Period Items

Provision for Gain/(Loss) on Inventory Variation

Profit/(Loss) Before Extraordinary Items & Tax

Extraordinary Items

Profit/(Loss) Before Tax

Tax Expense

(1) Current Tax Expense for Current Year

(2) (Less) MAT Credit

(3) Provision for Tax for Earlier year Written off/provided for

(4) Deferred Tax

(5) Current Tax Expenses Pertaining to Prior Years

Net Current Tax

31

31A

32

1,394,006,357

(60,606,932)

1,333,399,425

2,055,114

1,335,454,539

1,177,496,365

24,020,423

14,521,970

8,569,387

49,439,319

(92,176,953)

121,661,153

19,964,537

788,558,964

316,915,819

95,220,122

2,524,191,106

(1,188,736,567)

8,915,457

(9,649,027 )

(1,189,470,137)

30,652,581

(1,158,817,556

954,827,164

(39,969,810)

914,857,354

5,647,752

920,505,106

1,107,641,601

13,302,725

17,108,091

35,949,262

99,846,810

(340,446,367)

112,942,772

23,474,647

760,356,798

454,077,741

108,317,793

2,392,571,873

(1,472,066,767)

(100,000)

(1,472,166,767)

(1,472,166,767)

Profit/(Loss) from Continuing Operations

Discontinuing Operations

Profit/(Loss) from Discontinuing Operations (Before Tax)

Total Operations

Tax Expense on Discontinuing Operations

Profit/(Loss) from Discontinuing Operations (After Tax)

Profit/(Loss) for the Year

Earnings Per Equity Share (of ` 10/- each) :

(1) Basic before extraordinary items

(2) Diluted before extraordinary items

(3) Basic after extraordinary items

(4) Diluted after extraordinary items

The accompanying Notes Are Integral Part of the Financial Statements

As per our report of even date attached

For S K Jha & Associates

Chartered Accountants

(B. K. Namdeo)

Director

(C A Ratendra Kumar)

Partner

Membership No. 075813

Firm’s ICAI Reg. No. 006189C

Place : Mumbai

Date : 22 nd

May, 2014

(R. Sankaran)

Chief Finance Officer

(1,158,817,556

(1,158,817,556

For and on behalf of the Board

(K.V. Rao)

Director

(Vinod Nehete)

(5.79)

(5.79)

(5.64)

(5.64)

CEO & Manager

(1,472,166,767)

(1,472,166,767)

(P. K. Joshi)

Director

(7.16)

(7.16)

(7.16)

(7.16)

(Heena Shah)

Company Secretary

17

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14

1.

CORPORATE INFORMATION

The Company has been formed as a wholly owned subsidiary of M/s Hindustan Petroleum Corporation Limited, a Public Sector undertaking, as a backward integration initiative. The Company had taken over two of the closed sugar mills of Bihar State Sugar Corporation at

Sugauli in East Champaran and Lauriya in West Champaran in the state of Bihar. The company is engaged in the business of manufacturing sugar and ethanol from crushing of sugar and generation of power from the bagasse generated in the process. Both the units of the company were commissioned during the financial year 2011-12.

2.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A.

Preparation of Financial Statements

The financial statements are prepared under historical cost convention and on accounting principles of going concern in accordance with Generally Accepted Accounting Principles (GAAP), Accounting Standards referred to in the Companies (Accounting Standards)

Rule, 2006 issued by the Central Government and the relevant provisions of the Companies Act, 1956. Presentation and Disclosure of Financial Statements is done in accordance with Revised Schedule VI.All income and expenditure having material bearing are recognized on accrual basis, except where otherwise stated. Necessary estimates and assumption of income and expenditure are made during the reporting period and difference between the actual and the estimates are recognized in the period in which the results materialize.

B.

Fixed Assets

1.

Land acquired on lease for 99 years or more is treated as freehold land. Land acquired for less than 99 years is treated as lease hold land.

2.

Fixed Assets are carried at cost less accumulated depreciation.

C.

Intangible Assets

1.

Costs incurred on technical know-how/license fee relating to process designs/plants/facilities are capitalized as Intangible

Assets.

2.

Cost of Software directly identified with hardware is capitalized along with the cost of hardware. Application software is capitalized as Intangible Asset.

3.

Intangible Assets are amortized on a straight line basis over the useful life of the parent asset.

D.

Construction Period Expenses

Expenditure directly or indirectly related with the project, during construction period, start-up and commissioning of the project are capitalized. Pre-operative expenses have been capitalized up to the date of commencement of commercial production as provided in AS 10.

E.

Depreciation

1.

Depreciation on Fixed Assets is provided on the Straight Line method on the basis of useful life determined, in the manner and at the rates prescribed under Schedule XIV to the Companies Act, 1956 and is charged pro rata on a daily basis on assets, from/up to and inclusive of the month of capitalization/sale, disposal or deletion during the year. In case of restatement of carrying value of any asset due to any price adjustments warranted due to receipt of government grants, the depreciation on revised unamortised depreciable amount is charged prospectively over the residual useful life of the asset. If such revised rate of depreciation is less than the rates specified in Schedule XIV of the Companies Act 1956, then the rate as per the said

Schedule XIV is applied.

2.

All assets costing up to ` 5000/- are fully depreciated in the year of capitalization.

3.

Premium on leasehold land is amortized over the period of lease. The lease rent is charged in the respective year.

4.

Machinery Spares, which can be used only in connection with an item of fixed asset and the use of which is expected to be irregular, are depreciated over a period not exceeding the useful life of the principal item of fixed asset.

F.

Impairment of Assets

At each balance sheet date, an assessment is made of whether there is any indication of impairment. An impairment loss is recognized whenever the carrying amount of assets of cash generating units (CGU) exceeds their recoverable amount.

G.

Provisions, Contingent Liabilities and Contingent Assets

1.

A provisions is recognized when there is a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation in respect of which reliable estimate can be made.

2.

No provision is recognized for:

• Any obligation that may arise from past events but the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company.

• Any obligation that may arise from past events but is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

• Any obligation, the reliable estimate of which cannot be made.

18

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

However such obligations are recorded as contingent liabilities. These are assessed at regular intervals and only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made.

3.

Contingent Assets are not recognized in the financial statements as this may result in the recognition of income that may never be realized.

H.

Taxes on Income

1.

Provision for current tax is made in accordance with the provisions of the Income Tax Act, 1961.

2.

Deferred tax on account of timing difference between taxable and accounting income is provided by using tax rates and tax laws enacted or substantively enacted as at the balance sheet date.

I.

Employee Retirement Benefits

1.

In respect of provident fund, the contribution for the period is recognized as expenses and charged to Profit & Loss Account.

2.

Provision for Gratuity is made based on the actuarial valuation and the difference in the provision required at year end is charged to the Profit & Loss Account. The provision is calculated using Projected Unit Credit Method which is also recommended under AS-15.

3.

Provision for Leave Encashment is made based on the actuarial valuation and the difference in the provision required at year end is charged to the Profit & Loss Account. The provision is calculated using Projected Unit Credit Method which is also recommended under AS-15.

J.

Inventory Cost

1.

Finished goods are valued at cost on FIFO basis or net realizable value whichever is lower. Cost includes Material Cost,

Conversion cost and other cost incurred to bring the inventory to its present condition and location. Absolute Alcohol has been considered as finished product as it meets all specs of ethanol.

2.

Work In Progress is valued at lower of cost or estimated realizable value. Cost includes Material Cost & conversion cost as applicable.

3.

By products are valued at estimated realizable value.

4.

Stock in trade is valued at cost on weighted average basis or net realizable value whichever is lower.

5.

Stocks of stores are valued at cost on weighted average cost.

K.

Cash Flow Statement

The cash flow statement is prepared by indirect method set out in AS-3 on cash flow statements and presents the cash flows by operating, investing & financing activities of the company. Cash & cash equivalent presented in the cash flow statement consist of balance in the Bank account and cash in hand.

L.

Excise Duty

Liability for excise duty in respect of goods produced by the company is accounted upon clearance and provision is made for excisable manufactured goods lying in stock as on the balance sheet date.

M.

Deferred Tax Assets / Deferred Tax Liabilities

Deferred Tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date.

Deferred Tax is recognised at the Balance Sheet date, subject to the considerations of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Unabsorbed depreciation and carry forward of losses during the year which can be set off against future taxable income are also considered as timing differences and result in deferred tax assets, subject to consideration of prudence.

Deferred Tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax assets can be realised. However, deferred tax assets originating due to unabsorbed depreciation or carry forward of losses under tax laws are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available for their realization.

As At

31st March, 2014

(Amount in ` )

As At

31st March, 2013

NOTE 3

SHARE CAPITAL

A. Authorised:

25,00,00,000 Equity Shares of ` 10 each

45,00,00,000 Preference Shares of ` 10 Each

2,500,000,000

4,500,000,000

2,500,000,000

TOTAL 7,000,000,000 2,500,000,000

B. Issued, Subscribed, Called up & Fully Paid:

20,55,20,000 Equity Shares of ` 10 each Fully Paid up

(100% Held by HPCL) 2,055,200,000 2,055,200,000

TOTAL 2,055,200,000 2,055,200,000

19

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

1) Of the above 20,55,20,000 equity shares were allotted to the holding company

“Hindustan Petroleum Corporation Ltd” except 6 equity shares which were allotted to 6 nominees of the holding company.

2) Of the above paid up Equity Capital of ` 2,055,200,000/-

` 1,51,68,25,525 was received in cash after adjustment of ` 53,83,74,475/-

( ` 49,17,15,248 towards preliminary & pre-incorporation expense and

` 4,66,59,227 towards other expenses) incurred by HPCL, holding company on behalf of HPCL Biofuels Ltd.

41,96,51,511 nos 5 % Non Cumulative 14 year redeemable Preference Shares

@ ` 10/- each (100 % held by HPCL)

TOTAL

Above 41,96,51,511 Preference Shares were issued to HPCL on conversion of Bridge Loans of ` 385,46,00,000/and accrued interest of ` 34,19,15,110/- as of 24th March 2014.

TOTAL

Reconciliation of outstanding shares (nos.)

Equity Shares outstanding as on beginging of the year

Shares issued during the year

Equity Shares outstanding as on end of the year

Preference Shares outstanding as on beginging of the year

Shares issued during the year

Preference Share outstanding as on end of the year

CY

20,55,20,000

Nil

20,55,20,000

Nil

41,96,51,511

41,96,51,511

PY

20,55,20,000

Nil

20,55,20,000

Nil

Nil

Nil

NOTE 4

RESERVES & SURPLUS

Capital Reserve

Capital Redemption Reserve

Share Premium Account

Debenture Redemption Reserve

Revaluation Reserve

General Reserve

TOTAL

Capital Grant

Surplus / (Deficit) in Statement of Profit and Loss

Opening Balance

Add: Profit / (Loss) for the Year

Profit Appropriated to General Reserve

Profit Appropriated to Debenture Redemption Reserve

Profit Appropriated to Proposed Dividend

Profit Appropriated to Tax on Distributed Profits

Closing Balance

Other Reserve

TOTAL

4,196,515,110

4,196,515,110

6,251,715,110

`

2,055,200,000

2,055,200,000

4,196,515,110

4,196,515,110

(2,006,891,527)

(1,158,817,556)

(3,165,709,083)

(3,165,709,083)

2,055,200,000

`

2,055,200,000

2,055,200,000

(534,724,760)

(1,472,166,767)

(2,006,891,527)

(2,006,891,527)

20

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 5

LONG-TERM BORROWINGS

Secured Loans (Against Hypothecation of Fixed & Current Assets)

Bank Term Loan (Repayable in 36 Instalments Starting from

Jan 2012) less 4 Instalments of ` 11.53 Cr Repayable in 2014-15

(Rate of Interest @ Base Rate + 1.75% Fixed Spread)

TOTAL A

Un - Secured Loans

Loans & Advances from related parties (Bridge Loan-I from HPCL)

Loans & Advances from related parties (Bridge Loan-II from HPCL)

Loans & Advances from related parties (Bridge Loan-III from HPCL)

Loans & Advances from related parties (Bridge Loan-IV from HPCL )

TOTAL B

TOTAL (A+B)

NOTE 6

OTHER LONG TERM LIABILITIES

Other Deposits

Accrued Charges/Credits

Other Liabilities

TOTAL

NOTE 7

LONG TERM PROVISIONS

Provision for Gratuity

Provision for Leave Encashment

TOTAL

NOTE 8

SHORT TERM BORROWINGS

Secured Loans

Cash Credit (Hypothecation of Debtors & Inventory)

(Rate of Interest @ Base Rate + 1.75% Fixed Spread)

Overdrafts from Banks (Secured by Hypothecation of Stock-in-Trade)

TOTAL A

Un-Secured Loans

Short Term Loans from Banks (Repayable in Foreign Currency)

Clean Loans from Banks

Inter Company Deposits

Commercial Paper

Loans & Advances from Related Parties

TOTAL B

TOTAL (A+B)

NOTE 9

TRADE PAYABLES

(i) Total Outstanding dues of Micro, Small & Medium Enterprises

(ii) Total outstanding dues of creditors other than above Creditors

Operating Expenses Payable to HPCL

Accrued Expense - Payable

Advance Received From Farmers for Cane seeds

Payable to Cane Growers

Retention from Vendors

Payable to Trade Vendors

TOTAL

3,088,003,607

(461,000,000)

2,627,003,607

2,627,003,607

2,131,467

1,151,906

3,283,373

220,012,985

220,012,985

220,012,985

49,264,122

64,293,151

835,794,831

12,120,553

17,962,402

979,435,059

3,549,023,696

(461,000,000)

3,088,023,696

1,074,600,000

1,000,000,000

980,000,000

3,054,600,000

6,142,623,696

1,956,362

1,545,107

3,501,469

13,631,957

13,631,957

36,738,858

59,766,151

112,813,695

8,524,608

11,254,253

229,097,565

13,631,957

21

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 10

OTHER CURRENT LIABILITIES

WCT Payable (pertaining to March 2014)

TDS Payable (pertaining to March 2014)

Sales Tax Payable (pertaining to March 2014)

Excise Payable (pertaining to March 2014)

Payable to Contractor/Vendor (Capital Assets)

Security Deposit from Contractors

Road Map Scheme - Lauriya

Farmer Loan

Accrued Liability-EPCC Vendor

Payable to Zone Development Council

PF Contribution Employee

Unclaimed Cheque

HPCL-Other Payable

Interest Accrued but not due

Current Maturities of Long Term Debt

— Bank Term Loan (4 instalments of ` 11.53 Cr each)

— Loans & Advances from related parties (Bridge Loan-II from HPCL)

Inter Office Balance

Payable To Employee

Payable To Govt (Others)

Misc Other Current Liablities

Advance From Customers

TOTAL

NOTE 11

SHORT-TERM PROVISIONS

Provision for Other Employee Benefits

Provision for Tax (Net)

Provision For Dividend

Provision for Fringe Benefit Tax

Tax on Distributed Profits

Provision for Other Tax and Govt Payable

Provision for Other Liabliities

TOTAL

NOTE 12

CAPITAL WORK-IN-PROGRESS

Unallocated Capital Expenditure and Materials at Site

Capital Stores

Capital Stores Lying with Contractors

Capital Goods in Transit

TOTAL

Construction Period Expenses Pending Apportionment

(Net of recovery) :

Establishment Charges

Interest

Other Borrowing Cost

Depreciation

Other Expenses Incurred During Construction

TOTAL

230,126

39,018,845

1,978,904

44,531,877

447,155,895

11,248,733

11,032

36,499

148,863,688

692,828

1,262,661

835,354

7,465,460

461,000,000

15,651,601

13,112

117,067

336,747,818

1,516,861,500

38,201

38,201

42,691,747

42,691,747

145,027

145,027

156,171,442

156,171,442

300,991

1,355,363

35,949,262

350,987,955

9,434,414

11,032

34,376

107,945,619

2,277,109

1,040,913

8,248,341

461,000,000

800,000,000

8,632,040

350,000

2,430,408

1,789,997,823

22

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

23

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 14

NON-CURRENT INVESTMENTS

Trade Investments

Quoted

Investment in Equity

Investments in Joint Venture

Un - Quoted

Investment in Equity

Investments in Subsidiary

Investments in Joint Venture

Investment in Preference Shares

Investments in Joint Venture

Total Trade Investments - A

Other Investments

Quoted

Investment in Equity

Investment in Government or Trust Securities

Un - Quoted

Investment in Government or Trust Securities

Investment in Debentures or Bonds

Investment in Other non - Current Investments

TOTAL OTHER INVESTMENTS - B

TOTAL NON - CURRENT INVESTMENTS (A+B)

NOTE 15

LONG-TERM LOANS & ADVANCES

Secured, Considered Good

Advances Recoverable in cash or in kind or for value to be received

Interest Accrued thereon

Capital Advances

Unsecured, Considered Good

Capital Advances

Advances Recoverable in Cash or in kind or for Value to be Received (BSEB)

Balances with Excise, Customs, Port Trust etc.

Other Deposits

Prepaid Expenses

Amounts Recoverable under Subsidy Schemes

Share Application Money Pending Allotment

Advance Towards Equity

Loan given to Subsidiaries & JVs

Other Accounts Receivable

Less : Provision for Doubtful Receivables

TOTAL A

Unsecured, Considered Doubtful:

Accounts Receivable & Deposits

Less : Provision for Doubtful Receivables

TOTAL B

TOTAL (A+B)

21,523,148

22,693,846

278,854,222

835,500

323,906,716

323,906,716

13,468,661

34,040,769

371,582,742

555,000

419,647,172

419,647,172

24

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 16

OTHER NON-CURRENT ASSETS

NOTE 17

CURRENT INVESTMENTS

Non - Trade Investments (Quoted)

TOTAL

NOTE 18

INVENTORIES

A. Inventories as per books

(Inventory Taken, Valued & Certified by the Management)

Raw Materials (Including in Transit - Raw Materials)

Finished Products

Bio-Compost

Stock-in-Trade

Work in Progress

Packages

Process Materials & Lubes

Stores & Spares

TOTAL

B. Provision for Gain/(Loss) on Inventory Variation

Finished Products

Work in Progress

TOTAL

C. Net Inventories

Raw Materials (Including in Transit - Raw Materials)

Finished Products

Bio-Compost

Stock-in-Trade

Work in Progress

Packages

Process Materials & Lubes

Stores & Spares

TOTAL

NOTE 19

TRADE RECEIVABLES OVER SIX MONTHS (FROM THE DUE DATE):

Over six months (from the due date):

Secured Considered Good

Un - Secured Considered Good

Considered Doubtful

Less: Provision for Doubtful Debts

TOTAL A

Others

Secured Considered Good

Un - Secured Considered Good

Considered Doubtful

Less: Provision for Doubtful Debts

TOTAL B

Total (A+B)

944,368,880

4,550,000

50,148

139,315,125

7,090,525

13,144,451

35,907,670

1,144,426,799

(15,476,743)

5,827,716

(9,649,027)

928,892,137

4,550,000

50,148

145,142,841

7,090,525

13,144,451

35,907,670

1,134,777,772

102,589,994

102,589,994

102,589,994

843,335,012

4,275,000

8,459,642

140,037,547

8,426,798

22,324,716

16,809,862

1,043,668,577

843,335,012

4,275,000

8,459,642

140,037,547

8,426,798

22,324,716

16,809,862

1,043,668,577

62,168,820

62,168,820

62,168,820

25

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 20

CASH AND CASH EQUIVALENTS i.

Cash & Cash Equivalents

Cash on Hand

Cheques Awaiting Deposit

Balances With Scheduled Banks:

— On Current Accounts

— On Non-operative Current Accounts ii. Other Bank Balances

With Scheduled Banks:

— On Fixed Deposit Accounts

— On Fixed Deposit Accounts (more than 12 months)

Earmarked for Unclaimed Dividend

TOTAL

NOTE 21

SHORT-TERM LOANS & ADVANCES

Secured, Considered Good

Advances recoverable in cash or in kind or for value to be received

Interest Accrued thereon

Unsecured, Considered Good

Advances recoverable in cash or in kind or for value to be received

Balances with Excise, Customs, Port Trust etc.

Other Deposits

Prepaid Expenses

Amounts Recoverable under Subsidy Schemes

Share Application Money Pending Allotment

Loans to Related Party

Employee Advance

Vendor Advance

LD Recoverable

Receivable from Farmer for Cane Seed

Other Accounts Receivable

Less : Provision for Doubtful Receivables

Other Advances

TOTAL A

Unsecured, Considered Doubtful

Accounts Receivable & Deposits

Provision for Doubtful Receivables

TOTAL B

TOTAL (A+B)

NOTE 22

OTHER CURRENT ASSETS

Interest Accrued on Bank Deposits/Investments

Rent Receivable

Other Recoverable

Instalment of BSEB Advance Receivable

TOTAL

16,298

86,362,799

86,379,097

107,623,618

5,015,601

22,253,363

455,941

928,397

863,049

2,872,000

140,011,969

31,119

(31,119)

140,011,969

139,817

6,131,150

11,346,923

17,617,890

258,050

70,200,375

70,458,425

56,117

11,346,923

11,403,040

34,851,664

5,000,000

6,991,982

833,589

3,564,128

146,951

2,874,000

54,262,314

54,262,314

26

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 23

REVENUE FROM OPERATIONS

Gross Sales

Sale of Products

Sale of Services

Other Operating Income

Excise Duty

Recovery under Subsidy Schemes

TOTAL

1,386,757,660

7,248,697

(60,606,932)

1,333,399,425

954,827,164

(39,969,810)

914,857,354

NOTE 24

OTHER INCOME

Other Operating Revenue

Rent Recoveries

Miscellaneous Income

Other Income

Interest On Deposits

Interest On Staff Loans

Interest On Customers’ Accounts

Interest (Gross) Long Term Investments

Interest (Gross) Current Investments

Interest (Gross) On Others

Profit on Sale of Fixed Assets (Net)

Miscellaneous Income

TOTAL A

TOTAL B

TOTAL (A+B)

624,600

313,644

938,244

36,371

1,080,499

1,116,870

2,055,114

156,496

1,836,348

1,992,844

590,703

3,064,205

3,654,908

5,647,752

NOTE 25

COST OF MATERIALS CONSUMED

Cane Purchase

Cane Transportation

ZDC Commission

Cane-Other Procurement cost

TOTAL

1,151,453,286

17,575,358

2,182,374

6,285,347

1,177,496,365

1,070,037,557

25,290,577

10,640,943

1,672,524

1,107,641,601

NOTE 26

POWER & FUELS

Baggasse Cost ,Fuels & Handling

Rice Husk & Firewood

Power Import

TOTAL

26,698,831

1,628,119

21,112,369

49,439,319

57,010,390

13,876,802

28,959,618

99,846,810

27

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

As at 31.03.2014

Amount ( ` )

As at 31.03.2013

Amount ( ` )

NOTE 27

CHANGES IN INVENTORIES OF FINISHED GOODS

WORK-IN-PROGRESS & STOCK IN TRADE

Inventories at the end of the period (as per books)

Work in Progress

Finished Products

Bio Compost

Stock-In-Trade

Inventories at the begining of the period

Work in Progress

Finished Products

Bio Compost

Stock-In-Trade

TOTAL A

TOTAL B

TOTAL (B-A)

139,315,125

944,368,880

4,550,000

50,148

1,088,284,153

140,037,547

843,335,012

4,275,000

8,459,641

996,107,200

(92,176,953)

140,037,546

843,335,012

4,275,000

8,459,641

996,107,199

83,568,673

569,455,399

2,636,760

655,660,832

(340,446,367)

NOTE 28

EMPLOYEE BENEFITS EXPENSE

Salaries, Wages, Bonus, etc.

Employees Allowances & Other Benefits

Employees Recruitment & Training

Contribution to Provident Fund

Pension, Gratuity etc.

Employee Welfare Expenses

TOTAL

93,230,610

20,633,782

2,558,219

5,563,464

(324,922)

121,661,153

86,814,252

17,093,920

889,304

5,090,917

2,821,822

232,557

112,942,772

NOTE 29

FINANCE COSTS

(a) Interest Expense

(b) Other Borrowing Costs

(c) Applicable Net Gain/Loss on Foreign Currency

Transactions & Translation

TOTAL

788,446,604

112,360

788,558,964

760,356,798

760,356,798

NOTE 30

OTHER EXPENSES

Purchase of Stock in Trade

Repairs & Maintenance - Buildings

Repairs & Maintenance - Plant & Machinery

Repairs & Maintenance - Other Assets

Insurance

Rates & Taxes

Irrecoverable Taxes & Other Levies

Equipment Hire Charges

Rent

Travelling & Conveyance

Contract Labour

1,367,068

11,586,613

5,131,591

7,536,916

8,998,045

502,550

8,092,956

16,504,688

3,330,246

3,859,452

8,895,171

6,182,067

642,214

853,573

14,757,606

25,689,480

28

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

Printing & Stationery

Electricity & Water

Advisor Fees

Cane Development Expense

Discount on Cogen

Other Supplies

Telephone & Fax

Postage & Telegram

Sitting Fees

Provision for Doubtful Debts (After Adjusting Provision no Longer Required)

Other Manufacturing Expenses

Loss on Sale/ Write off of Fixed Assets/ CWIP (Net)

Security Charges

Advertisement & Publicity

Sundry Expenses & Charges (Not otherwise classified)

Consultancy & Technical Services

Auditor Expenses

— Statutory Audit Fees

— Other Services

— Other Expenses

Exchange Rate Variation (Net)

TOTAL

NOTE 31

PRIOR PERIOD INCOME/(EXPENSES)

Cane Development Expense

Other Expenses

Consumption of Stores & Consumables

Interest Received -Farmers

Interest on Borrowing Cost being Capitalised

Change in Fertiliser Inventory

TOTAL

NOTE 31A

PROVISION FOR GAIN/(LOSS) ON INVENTORY

VARIATION (REFER NOTE NO. 57)

Finished Goods

WIP

TOTAL

NOTE 32

EXTRAORDINARY ITEMS

Cane Subsidy from GOB

ZDC Commission Reversal of Last Year Provision

TOTAL

As at 31.03.2014

Amount ( ` )

401,469

292,327

186,192

1,381,792

50,896

164,477

473,454

169,809

80,000

4,929,684

11,552,382

442,310

12,104,168

3,094,267

80,000

24,000

72,468

95,220,122

83,092

(37,475)

(1,226,253)

28,162

9,339,931

728,000

8,915,457

(15,476,743)

5,827,716

(9,649,027)

22,253,363

8,399,218

30,652,581

As at 31.03.2013

Amount ( ` )

1,051,185

287,838

1,259,368

5,513,389

1,010,179

2,184,033

256,006

225,714

147,418

5,974,172

13,012,346

7,052,941

5,987,742

71,348

74,305

108,317,793

(100,000)

(100,000)

29

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

33 (a) Disclosures for a manufacturing company

Particulars

Work In Progress

Stock in Process

Sugar in Process

Rectified Spirit

Molasses

Syrup

Total

Book Stock

`

2013-14

Provision for

Gain/(Loss) Net Inventory

` `

Book Stock

`

50,642,049

141,609

29,936,592

50,642,049

141,609

29,936,592

7,228,245

9,390,794

82,098,287

58,594,875 5,827,715.51

— —

64,422,591

41,179,460

140,760

139,315,125 5,827,715.51

145,142,841 140,037,546

2012-13

Provision for

Gain/(Loss) Net Inventory

` `

7,228,245

9,390,794

82,098,287

41,179,460

140,760

— 140,037,546

(b) Raw Material

Raw Material

Particulars

Purchase of Cane

Other costs incidental to cane purchase

Total

Consumption

(2013-14)

Consumption

(2012-13)

Quantity MT Amount ` Quantity MT

467,860 1,151,453,286

Amount Rs

435,544 1,070,037,557

26,043,079 37,604,044

467,860 1,177,496,365 435,544 1,107,641,601

(c) Manufactured Goods

Particulars Opening Stock Production Sales Provision for Gain/(Loss) Closing Stock

Qty Amount ` Qty Qty Gross Turn over Rs.

Net Turn over `

Qty Amount ` Qty Amount `

Finished Goods

Sugar (MT)

Ethanol (KL)

Power (KWH)

21,951 707,756,791

(15,524) (452,018,548)

4,469 139,853,221

(4,350) (117,436,851)

33,252

(24,345)

7,684

(6,947)

32,433

(17,918)

6,880

(6,828)

962,622,491

(605,454,083)

267,907,916

(208,086,955)

931,486,412 (422.75) (15,474,895)

(588,270,676)

238,437,063

(185,300,552)

— 51,812,000 32,600,518 152,244,418 152,244,418

— (50,697,000) (30,651,725) (141,286,126) (141,286,126)

(0.05)

22,347

— (21,951) (707,756,791)

(1,848)

5,273 203,697,776

(4,469) (139,853,221)

725,194,361

Note: Figures in brackets represent previous year figures.

34 DEFERRED TAX LIABILITY FOR THE YEAR ENDED MARCH 31,2014

For the year 2013-14, total DTL calculated is much lower than the DTA calculated as per the provisions and are also eligible to be netted off against each other. Considering the significant uncertainty of availability of future taxable income in view of the past performance, uncertainty in sugar cane prices and volatility of sugar prices, net figure DTA after offsetting the amount of DTL has not been taken into accounts, as a matter of conservative approach and prudence. The working of DTL and DTA for the year is given below:

Sl Timing differences

No.

1

2

3

Differences in book & tax depreciation

WDV as per books of accounts as at March 31, 2014

Less : WDV as per Income Tax Act as at March 31, 2014

Difference

(If WDV as per IT is more than the WDV as per books then

DTA is created, othrwise DTL)

Expenditures covered by section 43 B which are outstanding as on 31 March and not paid on or before the due date of filing of return

Leave Encashment

Gratuity

Losses available for set off

Total as on March 31,2014

Net Deferred tax asset as on March 31, 2014

Net Deferred tax asset as on March 31 of the previous year

Amount to be debited / credited to statement of profit and loss

Amount (Rs)

6,584,665,567

4,159,388,667

(2,425,276,900)

(500,027)

175,105

DTA

@ 30.90%

(154,508)

54,107

4,758,318,143 1,470,320,306

1,470,219,905

720,809,343

720,809,343

DTL

@ 30.90%

749,410,562

749,410,562

30

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

35. Segment Reporting

1.

Company deals in the manufacturing and sales of Sugar, Ethanol and generation of Power. Business segment has been taken as

Primary Segment as three products are subject to different risks and rewards. There is no geographical segment as both the units operate in same location and business environment.

Sl No.

Particulars

1

2

Segment Revenue a) b) c) d)

Total

Sugar

Ethanol

Co-Gen

Unallocated

Less: Inter Segment

Net Segment Revenue

Segment Results a) Sugar b) Ethanol c) Co-Gen d) Unallocated

Year ended

March 31, 2014

`

1,330,352,388

247,262,135

434,527,901

6,089,464

2,018,231,887

682,777,348

1,335,454,539

(165,723,918)

(29,748,592)

(67,423,940)

(73,397,642)

Year ended

March 31, 2013

`

786,512,747

186,583,678

229,448,119

5,647,752

1,208,192,296

287,687,190

920,505,106

(123,317,299)

(236,627,592)

(150,533,110)

(163,038,204)

3

4

5

6

7

8

Total

Less: Interest

Less: Other Unallocabale Exp.

Total Profit Before Tax

Segment Assets a) Sugar b) Ethanol c) Co-Gen d) Unallocated

Total

Segment Liability a) Sugar b) Ethanol c) Co-Gen d) Unallocated

Total

Capital Employed

[segment assetssegment liability]

Capital Expenditure incl.

change in CWIP a) Sugar b) Ethanol c) Co-Gen d) Unallocated

Total

Depreciation a) Sugar b) Ethanol c) Co-Gen d) Unallocated

Total

Non Cash expenditure other than Depreciation

(336,294,093)

788,558,964

33,964,499

(1,158,817,556)

3,643,439,691

1,471,192,090

2,171,994,071

1,146,014,901

8,432,640,752

1,281,013,221

539,466,093

73,424,937

3,452,730,474

5,346,634,725

3,086,006,027

395,773,597

2,134,452

30,887,409

428,795,458

120,096,213

58,768,772

114,160,399

23,890,434

316,915,819

Nil

(673,516,205)

760,356,798

37,973,433

(1,471,846,436)

3,871,522,899

1,603,738,237

2,423,215,316

617,110,573

8,515,587,024

305,049,714

169,974,947

104,069,698

7,888,184,193

8,467,278,552

48,308,473

7,450,559

7,450,559

255,859,152

62,664,961

113,046,802

22,506,825

454,077,741

Nil

31

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

Other Disclosures:

2.

Segments have been identified in line with the Accounting Standard - 17 “Segment Reporting” taking into account the organisation structure as well as differing risks and returns.

3.

The Segment revenue, results, assets and liabilities include respective amounts identifiable to each of the segment and amounts allocated on reasonable basis.

4.

The segment performance has been worked out after attributing the realisable value of inter segment transfer of material.

5.

Segment assets and liabilities represents assets and liabilities in respective segment. Assets and liabilities that cannot be allocated to segment on reasonable basis have been disclosed as unallocable.

6.

Previous year figures have been regrouped/reclassified wherever necessary.

36. Lease Hold Land

Leasehold Land is being amortized over a period of 60 years on SLM. Amortization value corresponding to pre-capitalization period has been capitalized. ` 1,50,44,688/- being amortization for the year 2013-14 ( ` 1,50,44,365/- for 2012-13) is being charged to Statement of Profit & Loss. The details of leasehold land (location wise) is as follows-

Unit wise Leasehold Land

Farm Area (Acres)

Lauriya Unit

138.79

Sugauli Unit

199.45

Total

338.24

Plant Area (Acres)

Total Leasehold Land (Acres)

Total Lease Premium (

Acquisition Cost `

(Net of Scrap Sale)

` )

56.65

195.44

450,000,000

408,443,952

89.92

289.37

500,000,000

494,237,312

146.57

484.81

950,000,000

902,681,264

37. Plant Capacity

Sl.

Plant Name

No.

1 Sugar Plant

2 Ethanol Plant

3 Cogen Plant

Capacity

(Sugauli)

3500 TCD

60 KLPD

20MW

Capacity

(Lauirya)

3500 TCD

60 KLPD

20MW

38. Excise Claim with GOB

Claim has been lodged with Government of Bihar for Reimbursement of excise duty on sugar sales. Considering the significant uncertainty over its realization, it would be accounted on receipt of the amount from GoB.

39. Consumption of Raw Materials

Consumption of bagasse generated from production is valued at ‘nil’ rate.

40. SLDC

SLDC charges or charges towards State Load Despatch Centre have been mentioned in the PPA with BSEB but SLDC in Bihar is yet to be established. Hence there has been no demand for SLDC charges and no provision has been made in this regard.

41. Renewable Energy Certificates (REC)

RECs earned for the captive consumption of power generated from renewable sources are not valued as stock on hand on the Balance

Sheet dates, since the cost of obtaining them is very negligible and their realization is not certain. The income from the sale of RECs is accounted as revenue in the year of sales. The RECs on hand on 31st March 2014 was 4559 units and their value at the floor price of

` 1500/- stood at ` 68,38,500/-.

42. Micro, Small & Medium Creditors

The company has no sundry creditors falling under the Micro, Small & Medium Enterprises Development Act 2006.

43. Cane Development Expenditure

Cane development expenditure is net of sale of seeds and fertilizers to the farmers of cane command area and own farm production of

Sugauli & Lauriya Unit.

44. Conversion of Loan to Capital

During the year, the balance of Bridge Loan taken from HPCL and the interest accrued (Net of TDS) was converted to Capital and 419,651,511 nos. 5% non-cumulative 14 year redeemable preference shares of ` 10 each were issued to HPCL. The break-up of the amount is:

Loan Balance `

Accrued Interest `

Less: TDS on Interest `

Total conversion `

379,905,678

37,990,568

3,854,600,000

341,915,110

4,196,515,110

32

Notes Forming Part of the Financial Statements (Contd.)

The said conversion was approved by the Board of Directors of Hindustan Petroleum Corporation Limited. To facilitate the issue of such

Preference Shares, the Authorized Capital of the company was increased in its EGM from ` 2,500,000,000 to ` 7,000,000,000 the additional ` 4,500,000,000 comprising of 450,000,000 of 5% non-cumulative 14 year redeemable preference shares of ` 10 each.

45. Secured Loan

Company had taken Term Loan of ` 4,125,400,000/- from Union Bank of India which is secured by equitable mortgage/hypothecation of Land, Building & Fixed Assets. Balance of Term loan as on 31.03.2014 being ` 3,088,003,607/-.(PY ` 3,549,023,696). Working

Capital Loan of ` 220,012,985/- as on 31.03.2014 ( ` 13,631,957 as on 31.03.2013) is secured by hypothecation of Stocks & Debtors of the company. The limit of working capital loan is ` 431,400,000/-.

46. CENVAT / Input Tax Credit

The CENVAT credit available for set-off against liability for excise duty has been shown separately from provisions made for excise duty against inventory and have not been netted off against each other. The unadjusted CENVAT credit is shown under the head Short Term

Loans and Advances while provision for excise duty on closing stock is shown under the head Other Current Liability.

CENVAT credit utilized during the year on sale of ethanol and sugar is ` 52,912,339/- ( ` 35,663,943/- in 2012-13) and Input Tax credit utilized on sale of ethanol is ` 9,002,432/- ( ` 5,584,088 in 2012-13).

47. Government Grant for Ethanol Plants

Capital Subsidy of ` 70,000,000/- received from Government of Bihar ( ` 35,000,000/- each for the two Ethanol plants) during the month of August 2013 which has been accounted as a reduction in the carrying cost of the Ethanol Plant & Machinery in line with the provisions of Accounting Standard -12.

48. Provision for Gratuity & Leave Encashment

Provision for gratuity of ` 2,131,467/- (PY- ` 1,135,378/-) has been made towards Retirement benefits for employees during the year based on Actuarial Valuation as of 31.3.2014. Provision for Leave Encashment of ` 1,190,107/- (PY – ` 1,690,134) has been made based on Actuarial Valuation as of 31.03.2014. The reduction in the provision on this account due to reduction in the number of employees and their leave balances compared to previous period.

49. Penalty Recovered & Kept as Retention Money

An amount of ` 151,416,403/- was recovered through encashment of Bank Guarantees from one of the EPCC contractors. Out of this

` 119,700,000/- is towards penalty for shortfall in performance and ` 31,716,403/- is towards additional retention against defective supplies. The contractor had invoked the Arbitration Clause and the Arbitrator has since been appointed. Hence this amount has been accounted as retention money in ‘Payable to Contractor / Vendor (Capital Assets)’ in Other Current Liabilities (Note no 10). Arbitration proceedings are in progress and depending upon the outcome of the arbitration proceedings, necessary accounting would be done.

50. Provision for Income Tax

As company has incurred losses during the current financial year, no provision for income tax has been made.

51. Provision for Receivable from Employees

An amount of ` 31,119/- has been provided under Short Term Advances – Unsecured Considered Doubtful related to amounts receivable from employees. Action is being taken to recover the same from the amounts payable to the concerned employees. Additionally legal notices have also been sent for recovery of the money. Depending upon the outcome of the recovery efforts, necessary action would be taken to account these provisions.

52. Remaining Contracts/Contingent Liabilities & Management Remuneration etc.

Sl.

Description

No.

A.

Estimated amount of contracts remaining to be executed on capital account not provided for

B.

Claims against the company not acknowledged as debts

Wrong disallowance of Input Tax Credit claimed on capital goods for 2010-11.

Appeal lying before Sales Tax Tribunal, Bihar

Erroneous demand for 2010-11 of Entry Tax based on proportional amounts, ignoring the actual tax paid

Arbitration against M/s Robarant Engineers for termination of contract.

Arbitration in progress

C.

Other Contingent Liabilities

Corporate Guarantee given to the State Bank of India for Agriculture financing arrangement with farmers

Interest and Penalty for Delay in deposit of Provident Fund dues.

2013-14

Amount ( ` )

1,824,088

69,844,013/-

6,811,732/-

14,200,000/-

20,000,000

32,103/-

2012-13

Amount ( ` )

386,491,673

Nil

Nil

Nil

20,000,000

33

5th Annual Report 2013-2014

Notes Forming Part of the Financial Statements for the year 2013-14 (Contd.)

D.

Managerial Remuneration

Salary & Allowances

(Chief Executive Officer on deputation from HPCL. The amount represents remuneration from HPCL and debited to the company. The salary includes salary, company contribution to PF, LFA, Bonus, medical, gratuity & leave encashment )

E.

Expenditure in Foreign Currency

F.

Earning in Foreign Currency

G.

C I F Value of imports during the year

3,406,460

Nil

Nil

Nil

2,706,758

Nil

Nil

Nil

53.

Related parties

Nature of relationship

Promoters

Key Management Personnel

Relative of Key Management Personnel

54. Details of transaction between the company and related party (HPCL)

Nature of transaction

Name of related parties

Hindustan Petroleum Corporation Ltd

Mr. Vinod Nehete (CEO)

Nil

Bridge Loan availed from HPCL

Advance Taken against supplies of Ethanol

Balance advance as on 31.03.2014

Interest Paid during the year to HPCL on Ethanol Advance

Interest Paid during the year to HPCL on Bridge Loan

Sale of Ethanol to HPCL (Net of Excise Duty)

Purchase of Lubes from HPCL

Sale of Movable Fixed Assets

Other Expenditure incurred by HPCL on behalf of HBL

Manpower cost of employees on deputation and establishment expenses including Service Tax

55. Payments to the auditors

Expenses incurred towards statutory auditor’s remuneration during the year as under:

2013-14

(Amount in ` )

Nil

540,000,000

293,569,917

7,226,540

238,437,063

1,997,894

5,790,528

1,110,027

11,415,236

As Auditors – Statutory audit :

(a) For Taxation matters :

(b) For Company law matters :

(c) For management services :

(d) For other services :

(e) For reimbursement of expenses :

56. Power Report

Description

2013-14

` 80,000/-

` 24,000/-

` 72,468/-

Generation

Export

Captive Consumption

Import

Energy Loss

Total Consumption

2013-14

Quantity in KWH

51,812,000

32,600,518

23,005,652

4,823,106

1,028,935

27,828,758

Amount

( ` )

241,962,040

152,244,419

107,436,397

22,523,903

4,805,128

129,960,300

2012-13

Quantity in KWH

50,697,000

30,651,730

19,269,130

6,302,640

776,140

25,571,770

2012-13

(Amount in ` )

1,980,000,000

Nil

Nil

276,071,289

184,356,000

2,718,448

Nil

5,064,301

20,823,846

2012-13

` 71,348/-

` 74,305/-

Amount

( ` )

233,676,530

141,286,126

88,814,337

28,960,004

3,576,067

117,774,341

34

i.

Power export and import figures are as per joint meter reading with Bihar State Electricity Board as provided in Power Purchase

Agreement.

ii.

Generation, consumption and captive consumption figures are as per company meter.

iii.

The figure stated as energy loss is a derived figure. Nature and reasons of energy loss is being looked into.

iv.

Reconciliation of difference noticed between company’s own meter reading and joint meter reading is in progress.

v.

The consumption for current year includes power consumed for Boiling House expansion project on chargeable basis from the contractors amounting to ` 14,11,534/- (units- 302256 KWH) (PY - Nil).

57. Provision for Gain/(Loss) on Inventory

Considering the weak internal control and other factors pointed out by the independent auditor a physical verification was carried out by the HPCL internal auditors from 14/05/2014 to 19/05/2014 and based on their report the following variations were observed :-

Lauriya Plant

Sugar (bags)

Molasses-Sugar (MT)

Molasses-Ethanol (MT)

Ethanol (Ltrs.)

Rectified Spirit (Ltrs.)

Total Lauriya (A)

Sugauli Plant

Sugar (bags)

Molasses-Sugar (MT)

Molasses-Ethanol (MT)

Ethanol (Ltrs.)

Rectified Spirit (Ltrs.)

Total Sugauli (B)

Total

Sugar (bags)

Molasses-Sugar (MT)

Molasses-Ethanol (MT)

Ethanol (Ltrs.)

Rectified Spirit (Ltrs.)

Total (A+B)

Books

289,639

6,592

4,799

2,107,210

127,109

165,607

7,336

12,523.6

3,172,163

942,055

455,246

13,928

17,323

5,279,373

1,069,164

Physical

290,730

6,748

5,641

2,107,149

127,109

15,6061

7,286.29

14,682.68

3,172,176

942,055

446,791

14,035

20,324

5,279,325

1,069,164

Variation (Qty.)

1,091

156

842

(61)

(9,546)

(49.71)

2,159.08

13

(8,455)

107

3,001

(48)

Amount ( ` )

2,124,406

293,400

1,579,238

(2,350)

3,994,693

(17,599,300)

(93,201)

4,048,279

502

(13,643,720)

(15,474,895)

200,199

5,627,516

(1,848)

(9,649,027)

The reason for the differences could not be identified. Further the identified gain/(loss) is yet to get the approval of the appropriate authority. Hence a provision for the same has been made which shall be appropriately accounted after due approval.

58. Change in Accounting Policy

In cases where restatement of carrying value of any asset due to any price adjustments was warranted due to receipt of government grants, the Company was hitherto providing depreciation based on revised unamortized depreciable amount and the residual useful life of the asset. This year the policy has been modified to the extent that the depreciation rate so obtained shall not be lower than the rate prescribed in Schedule XIV to the Companies Act, 1956. Had the old accounting policy been followed this year also, the depreciation and net loss for the year would have been lower by ` 206,737/-.

59. Previous year figures

Previous year figures have been rearranged / regrouped where ever necessary. Figures have been rounded off to nearest rupee.

60. Presentation of Negative Amounts

Unless otherwise stated or the context requires it to be interpreted otherwise, figures in bracket in the financial statements represent negative amounts.

As per our report of even date attached

For S K Jha & Associates

Chartered Accountants

(C A Ratendra Kumar)

Partner

Membership No. 075813

Firm’s ICAI Reg. No. 006189C

Place : Mumbai

Date : 22 nd

May, 2014

(B. K. Namdeo)

Director

(R. Sankaran)

Chief Finance Officer

For and on behalf of the Board

(K.V. Rao)

Director

(Vinod Nehete)

CEO & Manager

(P. K. Joshi)

Director

(Heena Shah)

Company Secretary

35

5th Annual Report 2013-2014

Cash Flow Statement for the Year Ended 31st March, 2014

Sl.

PARTICULARS

No.

(A) CASH FLOW FROM OPERATING ACTIVITIES

1 NET PROFIT/(LOSS) BEFORE TAX AND EXTRAORDINARY ITEMS

(i) Depreciation

(ii) Provision for Deferred Tax Liability

(iii) Tax Payment of last year during Current Year

(iv) Interest Income

2 OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES

(a) Working Capital Changes

(i) Decrease in Current Assets (Except Cash & Cash Equivalents)

(ii) Increase in Current Liabilities

(iii) Decrease in Current Liabilities

(iv) Increase in Current Assets (Except Cash & Cash Equivalents)

(b) Changes in Long Term Provisions

Provision for Gratuity & Leave Encashment

3 CASH GENERATED FROM OPERATIONS BEFORE TAX

(i) Income Tax Paid

(ii) Tax Refund Received

4 CASH FLOW BEFORE EXTRAORDINARY ITEMS

Less: Extraordinary Items- Cane Subsidy from GOB

5 MISC EXPENDITURE (LAST YEAR P&L BALANCE)

NET CASH OUTFLOW FROM OPERATING ACTIVITIES AFTER TAX &

EXTRAORDINARY ITEMS

(B) CASH FLOW FROM INVESTING ACTIVITIES

(i) Interest Received

(ii) Purchase of Fixed Assets & Investments

(iii) Capital Work in Progress - Project Management Expenses

(iv) Inventory from Trial Production

NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES

(C) CASH FLOW FROM FINANCING ACTIVITIES

(i) Proceeds from Issue of Shares

(ii) Loan Taken

(iii) Advance against Equity pending Allotment

NET CASH INFLOW FROM FINACING ACTIVITIES

(D) NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C)

(E) Add: Cash & Cash Equivalent as at Beginning of the Year

(F) Cash & Cash Equivalent as at End of the Year

For the Year ended

31st March, 2014

Amount ( ` )

(1,189,470,137)

316,915,819

(872,554,318)

956,718,522

(273,243,149)

(223,494,874)

(218,096)

(412,791,915)

(412,791,915)

30,652,581

-

(382,139,334)

(396,314,710)

113,479,695

(282,835,015)

4,196,515,110

(3,515,620,089)

680,895,021

15,920,672

70,458,425

86,379,097

For the Year ended

31st March, 2013

Amount ( ` )

(1,472,166,767)

454,077,741

(1,018,089,026)

23,891

966,817,099

(329,055,527)

(357,119,642)

2,676,795

(734,746,410)

(734,746,410)

(734,746,410)

139,251,911

(156,171,442)

(16,919,531)

728,052,920

728,052,920

(23,613,021)

94,071,446

70,458,425

As per our report of even date attached

For S K Jha & Associates

Chartered Accountants

(C A Ratendra Kumar)

Partner

Membership No. 075813

Firm’s ICAI Reg. No. 006189C

Place : Mumbai

Date : 22 nd

May, 2014

(B. K. Namdeo)

Director

(R. Sankaran)

Chief Finance Officer

For and on behalf of the Board

(K.V. Rao)

Director

(Vinod Nehete)

CEO & Manager

(P. K. Joshi)

Director

(Heena Shah)

Company Secretary

36

CORPORATE GOVERNANCE REPORT

Corporate Governance may be defined as a set of systems, processes and principles which ensure that a company is governed in the best interest of all stakeholders. It is the system by which companies are directed and controlled. In simple words,

Corporate Governance is the key to proper management of the business of a company.

Your Company although unlisted company has been pioneer in voluntarily exercise of the good corporate governance practices in order to maintain transparency, accountability and ethics in line with the governance parameters set by its the promoter

Company, Hindustan Petroleum Corporation Limited.

Although, Corporate Governance was mostly focused on listed companies with dispersed shareholdings and most of the compliance was voluntary even for unlisted subsidiary companies of listed Companies. But with notification of the Companies

Act 2013, the bar for Corporate Governance has been raised even for unlisted public companies like ours. There is a clear shift towards closely monitoring unlisted public companies and large private companies with enhanced compliance requirements encompassing disclosures, transparency and governance procedures. And your Company is gearing up to comply with the new regime of compliances.

CORPORATE INFORMATION

Corporate Identity Number — U24290BR2009GOI014927

BOARD OF DIRECTORS

The Board of HPCL Biofuels Limited is consists of three Directors as under;

1.

Mr. Pushp Kumar Joshi — Director

2.

Mr. K V Rao

3.

Mr. B K Namdeo

— Director

— Additional Director

Abbreviated resumes of all directors are furnished hereunder;

Mr. P K Joshi - Director

Mr. Pushp Kumar Joshi is a Bachelor of Law and an alumnus of XLRI, Jamshedpur, took charge as Director of the company effective 1 st July, 2013. He is Director Human Resources of HPCL since August, 2012.

Mr. Pushp Kumar Joshi joined HPCL in 1986. Since then he has held various key positions in Human Resources and Industrial

Relations functions at HQO, Marketing and Refineries Divisions of HPCL. He has been responsible for the design and deployment of key HR policies and practices that are employee oriented and aim at building high performance culture

Mr. K V Rao - Director

Mr. K V Rao is a member of the Institute of Chartered Accountants of India (ICAI), took charge as Director effective 1st June

2013. He is Director Finance of HPCL.

Mr. Rao brings with him rich experience of over three decades in handling various challenging assignments in HPCL in the fields of Corporate Finance, Treasury Management, Internal Audit and Marketing & Refinery Finance.

Mr. Rao has expertise in various areas in Financial Management, and is credited with effective treasury management in raising

External Commercial Borrowing, Debentures, and various other types of financial instruments at very competitive interest rates as compared with the Industry.

Mr. B K Namdeo- Additional Director

Mr. B. K Namdeo is appointed as additional Director effective 24 th February, 2014 in place of Ms. Nishi Vasudeva. He is

Director Refineries of HPCL.

A Mechanical Engineer and a Master of Technology from IIT Bombay, he has over 32 years of experience in various refinery functions and has held key positions in Central Engineering (Refinery Projects), Operations, Projects and Maintenance of the

Refineries.

SHAREHOLDING

HPCL Biofuels Limited is wholly owned subsidiary company of Hindustan Petroleum Corporation Limited.

DETAILS OF BOARD MEETINGS

During the year ended 31st March, 2014 Eight (08) meetings of the Board of Directors took place. The Company has held at least one meeting in every quarter and the time gap between two board meetings did not exceed 120 days as prescribed under the Companies Act.

37

5th Annual Report 2013-2014

The details of the board meetings as follows:

Meeting

No.

31

32

33

34

35

36

Date of Meeting

25 th April, 2013

19 th July, 2013

02 nd September, 2013

10 th October, 2013

6 th November, 2013

22 nd January, 2014

Total Strength of the Board

4

4

4

4

4

4

37 24 th March, 2014 3

The overall attendance of Directors at the board meetings was 94% .

Directors

Present

4

4

3

3

4

4

3

Duration between this and next meeting

85

45

38

27

77

61

CONDUCT OF BOARD PROCEEDINGS

The day-to-day business is conducted by the CEO of the Company under the direction and the supervision of the Board. The

Board holds periodic meetings to discuss the performance of the Company, provide directives, review the operations and other pertinent issues relating to the Company.

DETAILS OF AUDIT COMMITTEE MEETING

Composition of Audit Committee was three members, namely;

Ms. Nishi Vasudeva — Chairperson,

Mr. Pushp Kumar Joshi — Member and

Mr. K V Rao — Member

Consequent to nomination of Mr. B K Namdeo as Director in place of Ms. Nishi Vasudeva by HPCL effective

24 th February, 2014, the Committee was reconstituted and presently, the Audit Committee consist of three Members as under;

Mr. Pushp Kumar Joshi — Chairman

Mr. K V Rao — Member

Mr. B K Namdeo — Member

There were four audit committee meetings were held during the year as under;

Meeting No.

Date of Audit Committee Total Strength Duration between this

14

15

16

17

25 th

2 nd September, 2013

10 th October, 2013

24 th

April, 2013

March, 2014

3

3

3

3

Members Present and next meeting

3

3

3

3

130

38

165

-

COMPLIANCE

The Company monitors the compliance of applicable laws, regulations and rules including the Companies Act and all applicable corporate laws and places confirmation of such compliance before the Board at regular interval.

DETAILS OF ANNUAL GENERAL MEETING

AGM No.

1

2

3

4

Year

2009-10

2010-11

2011-12

2012-13

Meeting Date

10 th December, 2010

16 th September, 2011

15 th December, 2012

3 rd December, 2013

Location

Patna

Patna

Patna

Patna

For and on behalf of Board of Directors

Place : Mumbai

Date : 30.07.2014

P.K. Joshi

Director

38

HPCL BIOFUELS LIMITED

Patna atno. 271, Road No. 3E, New Patliputra Colony, Patna – 800 013

PROXY FORM

I/We of in the district of being a Member/Members of the above Company, hereby appoint

in the district of

of

or failing him

of in the district of as my/our Proxy to attend and vote for me/us and on my/our behalf at the 5 th Annual General Meeting of the Company to be held on 19th August, 2014 and any adjournment thereof.

Signed this day of , 2014

Affix

Re 1/-

Revenue

Stamp

Registered Folio No.:

IJT-BOSCH chain less cane diffuser of Capacity 3500 TCD

Juice lines between DC heaters and diffusers

HPCL BIOFUELS LIMITED

(A wholly owned subsidiary company of

Hindustan Petroleum Corporation Ltd.) www.hpclbiofuels.co.in

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