Postal Ballot Notice and Explanatory Statement - Final 4396a5

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Bharat
Petroleum !
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BHARAT PETROLEUM CORPORATION LIMITED
Corporate Identification Number (CIN): L23220MH1952GOI008931
Registered Office: Bharat Bhavan, P.B. No 688
4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001
Tel. No: 2271 3000/ 4000
E-mail: [email protected] Website: www.bharatpetroleum.in
Notice of Postal Ballot

[Pursuant to Section 110 of the Companies Act, 2013 and Companies (Management and
Administration) Rules, 2014 and MCA Circulars]
To,
The Members of the Company
Notice is hereby given that pursuant to the provisions of Section 108, 110 and other
applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Rules 20 and 22
of the Companies (Management and Administration) Rules, 2014 (including any
amendment(s), statutory modification(s) and/ or re-enactment thereof for the time being in
force) (“Rules”) , Regulation 44 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th
April, 2020 General Circular No. 22/2020 dated 15th June 2020, General Circular No.
33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December
2020, General Circular No. 10/2021 dated 23rd June, 2021 and General Circular No. 20/2021
dated 8th December, 2021 from Ministry of Corporate Affairs (“MCA Circulars”) and such
other applicable laws and regulations, the Ordinary and Special Resolutions as set out in this
notice are proposed for approval of the members of the Company (“Members”) through
Postal Ballot by electronic voting ("e-voting").
Item No. 1: Approval of Material Related Party Transaction(s) to be entered into with
Falcon Oil & Gas B.V. for the Financial Year 2022-23
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Regulation 23 and such other applicable Regulations, if

any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(including any statutory modification(s) or re-enactment(s) thereof, for the time being in
force), the approval of the Members of the Company be and is hereby accorded to the
Material Related Party Transaction(s) to be entered into with Falcon Oil & Gas B.V. for the
Financial Year 2022-23 for a value of Rs.2,800 Crore (Rupees Two Thousand Eight Hundred
Crore Only) and that the Board of Directors of the Company or any other person(s)
authorized by the Board, be and is hereby authorized to perform and execute all such deeds,
matters and things including delegation of such authority as may be deemed necessary or
expedient to give effect to this Resolution and for the matters connected therewith
or incidental thereto.”
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Indraprastha Gas Limited for the Financial Year 2022-23

Material Related Party Transaction(s) to be entered into with Indraprastha Gas Limited for
the Financial Year 2022-23 for a value of Rs.1,260 Crore (Rupees One Thousand Two
Hundred and Sixty Crore Only) and that the Board of Directors of the Company or any other
person(s) authorized by the Board, be and is hereby authorized to perform and execute all
such deeds, matters and things including delegation of such authority as may be deemed
necessary or expedient to give effect to this Resolution and for the matters connected
therewith or incidental thereto.”
Petronet LNG Limited for the Financial Year 2022-23

Material Related Party Transaction(s) to be entered into with Petronet LNG Limited for the
Financial Year 2022-23 for a value of Rs.7,150 Crore (Rupees Seven Thousand One Hundred
and Fifty Crore Only) and that the Board of Directors of the Company or any other person(s)
authorized by the Board, be and is hereby authorized to perform and execute all such deeds,
matters and things including delegation of such authority as may be deemed necessary or
expedient to give effect to this Resolution and for the matters connected therewith or
incidental thereto.”
Item No. 4: Appointment of Shri Gudey Srinivas as Director
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable
provisions of the Companies Act, 2013 (“Act”) and the Rules framed thereunder, Regulation
17 and all other applicable Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), Shri Gudey Srinivas (DIN:02568812), who was
appointed by the Board of Directors as an Additional Director of the Company with effect
from 13th October, 2021 in terms of Section 161 of the Act, and in respect of whom the
Company has received a Notice in writing under Section 160 of the Act proposing his
candidature for the office of Director of the Company, be and is hereby appointed as Director
of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all
acts and take all such steps as may be necessary, proper or expedient to give effect to this
Resolution.”
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Item No. 5: Appointment of Shri Sanjay Khanna as Director (Refineries)
To consider and, if thought fit, to pass the following Resolution, as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable
provisions of the Companies Act, 2013 (“Act’) and the Rules framed thereunder, Regulation
17 and all other applicable Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), Shri Sanjay Khanna (DIN: 09485131), who was
appointed by the Board of Directors as an Additional Director and Director (Refineries) of
the Company with effect from 22nd February, 2022 in terms of Section 161 of the Act and in
respect of whom the Company has received a Notice in writing under Section 160 of the Act
proposing his candidature for the office of Director of the Company, be and is hereby
appointed as Director (Refineries) of the Company, liable to retire by rotation, on terms and
conditions as determined by the Government of India.
Resolution.”
Item No. 6: Appointment of Shri Suman Billa as Director

To consider and, if thought fit, to pass the following Resolution, as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable
provisions of the Companies Act, 2013 (“Act’) and the Rules framed thereunder and
Regulation 17 and all other applicable Regulations of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force), Shri Suman Billa (DIN: 00368821), who
was appointed by the Board of Directors as an Additional Director of the Company with
effect from 16th March 2022 in terms of Section 161 of the Act and in respect of whom the
Company has received a Notice in writing under Section 160 of the Act proposing his
candidature for the office of Director of the Company, be and is hereby appointed as Director
of the Company, liable to retire by rotation.
Resolution.”
Item No. 7: Appointment of Shri Pradeep Vishambhar Agrawal as an Independent
Director
To consider and, if thought fit, to pass the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV
and other applicable provisions of the Companies Act, 2013 (“Act’) and the Rules framed
thereunder and Regulation 17 and other applicable Regulations of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), Shri Pradeep
Vishambhar Agrawal (DIN: 00048699), who was appointed by the Board of Directors as an
Additional Director of the Company with effect from 12th November, 2021 in terms of
Section 161 of the Act and in respect of whom Company has received a Notice in writing
under Section 160 of the Act, proposing his candidature for the office of Director of the
Company, be and is hereby appointed as an Independent Director of the Company not liable
to retire by rotation, for a period of three years commencing from 12th November, 2021 up to
11th November, 2024 or until further orders from the Ministry of Petroleum & Natural Gas,
whichever is earlier.
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Resolution.”
Item No. 8: Appointment of Shri Ghanshyam Sher as an Independent Director
To consider and, if thought fit, to pass the following Resolution as a Special Resolution:
modification(s) or re-enactment(s) thereof, for the time being in force), Shri Ghanshyam Sher
(DIN: 09396915), who was appointed by the Board of Directors as an Additional Director of
the Company with effect from 12th November, 2021 in terms of Section 161 of the Act, and
in respect of whom Company has received a Notice in writing under Section 160 of the Act,
proposing his candidature for the office of Director of the Company, be and is hereby
appointed as an Independent Director of the Company not liable to retire by rotation, for a
period of three years commencing from 12th November, 2021 up to 11th November, 2024 or
until further orders from the Ministry of Petroleum & Natural Gas, whichever is earlier.
Resolution.”
Item No. 9: Appointment of Dr. (Smt.) Aiswarya Biswal as an Independent Director
To consider and, if thought fit, to pass the following Resolution, as a Special Resolution:
modification(s) or re-enactment(s) thereof, for the time being in force), Dr. (Smt.) Aiswarya
Biswal (DIN: 09396589), who was appointed by the Board of Directors as an Additional
Director of the Company with effect from 12th November, 2021 in terms of Section 161 of
the Act, and in respect of whom Company has received a Notice in writing under Section
160 of the Act, proposing her candidature for the office of Director of the Company, be and is
hereby appointed as an Independent Director of the Company not liable to retire by rotation,
for a period of three years commencing from 12th November, 2021 up to 11th November,
2024 or until further orders from the Ministry of Petroleum & Natural Gas, whichever is
earlier.
Resolution.”
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Item No. 10: Appointment of Prof. (Dr.) Bhagwati Prasad Saraswat as an Independent
Director
modification(s) or re-enactment(s) thereof, for the time being in force), Prof. (Dr.) Bhagwati
Prasad Saraswat (DIN: 09396479), who was appointed by the Board of Directors as an
Additional Director of the Company with effect from 12th November, 2021 in terms of
Section 161 of the Act and in respect of whom Company has received a Notice in writing
under Section 160 of the Act, proposing his candidature for the office of Director of the
Company, be and is hereby appointed as an Independent Director of the Company not liable
to retire by rotation, for a period of three years commencing from 12th November, 2021 up to
11th November, 2024 or until further orders from the Ministry of Petroleum & Natural Gas,
whichever is earlier.
Resolution.”
Item No. 11: Appointment of Shri Gopal Krishan Agarwal as an Independent Director
modification(s) or re-enactment(s) thereof, for the time being in force), Shri Gopal Krishan
Agarwal (DIN: 00226120), who was appointed by the Board of Directors as an Additional
Director of the Company with effect from 12th November, 2021 in terms of Section 161 of
the Act and in respect of whom Company has received a Notice in writing under Section 160
of the Act, proposing his candidature for the office of Director of the Company, be and is
hereby appointed as an Independent Director of the Company not liable to retire by rotation,
for a period of three years commencing from 12th November, 2021 up to 11th November,
2024 or until further orders from the Ministry of Petroleum & Natural Gas, whichever is
earlier.
Resolution.”
By Order of the Board of Directors
Sd/-
(V. Kala)
Company Secretary
Place: Mumbai
Date: 17th March, 2022
Registered Office:
Bharat Bhavan, 4 & 6 Currimbhoy Road, Ballard Estate,
Mumbai 400 001 CIN: L23220MH1952GOI008931 Phone: 2271 3000 / 4000
Email: [email protected] Website: www.bharatpetroleum.in
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Notes:
1. The MCA Circulars has prescribed the process for convening of extraordinary general
meetings and passing of Resolutions through Postal Ballot till June 30, 2022 or till such
further orders, whichever is earlier due to the Covid-19 Pandemic. The MCA Circulars
also provide that the communication of assent / dissent of the members in the Postal
Ballot will take place only through e-voting. The requirements provided under Rule 20 of
the Rules relating to e-voting shall be applicable mutatis mutandis for passing of
Resolutions through Postal Ballot by voting through electronic means (“remote e-
voting”).
2. For voting through remote e-voting as per the facilities arranged by the Company,
Members are requested to read the instructions in the Notes contained in this Notice under
the section “Process and manner of e-voting”.
3. The Explanatory Statement pursuant to Sections 102 and 110 of the Act read with
applicable Rules made thereunder and Secretarial Standard- 2 on General Meetings
(“SS2”) stating all material facts and the reasons for the proposal is annexed herewith
and forms a part of the Postal Ballot notice.
4. In accordance with the MCA and SEBI Circulars, the Company is sending this Notice for
Postal Ballot to the members in electronic form only. Physical copies of the Notice along
with Postal Ballot Form and pre-paid business reply envelope are not being sent to
members for this Postal Ballot. In line with the MCA Circular, Postal Ballot notice will
be available on the website of the Company at www.bharatpetroleum.in. The Notice can
also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com
respectively and will also be available on the website of National Securities Depository
Limited (NSDL) (agency for providing the remote e-voting facility) i.e.,
www.evoting.nsdl.com.
5. The Notice is being sent only through electronic mode to those Members whose names
appear in the Register of Members / Beneficial Owners as received from NSDL and
CDSL as on 11th March 2022 and whose e-mail IDs are registered with the Company /
Depositories (NSDL/CDSL). Members who have not registered their e-mail address are
requested to register the same in respect of shares held in electronic form with the
Depository through their Depository Participant(s) and in respect of shares held in
physical form by writing to the RTA of the Company, M/s DSRC at [email protected]
with details of folio number and attaching a self-attested copy of PAN card.
6. In accordance with the MCA Circulars, Members can vote only through the remote e-
voting process. Members whose names appear on the Register of Members/List of
Beneficial Owners as on cut-off date i.e., 11th March 2022 will only be considered for the
purpose of e-voting. A person who is not a member as on the cut-off date should treat this
notice of Postal Ballot for information purpose only.
7. The remote e-voting period will commence from 9.00 a.m. on Saturday, 19th March
2022, and ends at 5.00 p.m. on Sunday, 17th April 2022. The remote e-voting module
shall be disabled by NSDL for voting thereafter.
8. The Company has, in compliance with Rule 22 (5) of the Rules, appointed Smt. Ragini
Chokshi (C.P. No 1436) Practising Company Secretary (Membership No.: 2390) of
Ragini Chokshi & Co. Company Secretaries, as Scrutinizer for conducting the Postal
Ballot in a fair and transparent manner.
9. The Scrutinizer after the conclusion of the remote e-voting on 17th April 2022, will
submit the Consolidated Scrutinizer's Report within the prescribed time to the Chairman
& Managing Director of the Company or any other person authorized by him in writing
upon completion of the scrutiny of the votes cast through remote e-voting.
10. The Result of the Postal Ballot will be announced at or before 5.00 p.m. on Tuesday, 19th
April 2022 at the Registered Office of the Company at Bharat Bhavan, 4&6
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Currimbhoy Road, Ballard Estate, Mumbai 400 001. The results will be uploaded on the
Company’s website at www.bharatpetroleum.in, website of NSDL
www.evoting.nsdl.com and will also be available on the websites of the Stock Exchanges
i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com
and www.nseindia.com respectively.
11. Resolutions passed by the members through Postal Ballot are deemed to have been passed
as if they have been passed at a General Meeting of the members.
12. The voting rights for Equity Shares are one vote per Equity Share, registered in the name
of the members. Voting rights shall be reckoned on the Equity Shares registered in the
name of the members as on 11th March 2022.
13. In compliance with Sections 108 and 110 of the Act and the rules made there under, the
MCA Circulars and Regulation 44 of the Listing Regulations, the Company has provided
the facility to the members to exercise their votes electronically and vote on the
Resolutions through the e-voting service facility arranged by NSDL. The instructions for
e-voting are provided as part of this Postal Ballot Notice.
14. Members are requested to read the instructions in the Notes under the section “process
and manner of e-voting” in this Postal Ballot Notice. Members are requested to cast their
vote through the e-voting process not later than 5.00 p.m. IST on 17th April 2022 to be
eligible for being considered, failing which it will be strictly considered that no vote has
been received from the shareholder.
15. The Resolutions, if passed by the requisite majority shall be deemed to have been passed
on 17th April 2022, the last date specified for receipt of votes through the e-voting
process.
16. The vote in this Postal Ballot cannot be exercised through proxy.
17. Relevant documents, if any, referred to in this Notice and the Explanatory Statement
pursuant to Section 102 of the Act, will be available for inspection via electronic mode
from the date of circulation of this Notice upto the last date of remote e-voting. Members
seeking to inspect such documents can send an email to [email protected].
18. Members may send their queries related to items included in the Postal Ballot notice on
the email [email protected] from their registered email address, mentioning their
name, folio number / DP ID- Client ID as applicable, mobile number, copy of PAN Card.
19. Resolution Nos. 1 to 6 being Ordinary Resolutions shall be declared as passed if the
number of votes cast in favour exceeds the votes, if any, cast against the Resolution by
members so entitled and voted. Resolution Nos. 7 to 11 being Special Resolutions shall
be declared as passed when votes cast in favour are not less than three times the number
of votes, if any, cast against the Resolution by members who is so entitled and voted.
The Process and manner of voting by electronic means :-
How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are
mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting for individual shareholders holding securities in
demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by

Listed Companies, Individual shareholders holding securities in demat mode are
allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and
email Id in their demat accounts in order to access e-Voting facility.
Page 7 of 28
Login method for Individual shareholders holding securities in demat mode is given below:
Type of Login Method

shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
Shareholders https://eservices.nsdl.com either on a Personal Computer or on a
holding mobile. On the e-Services home page click on the “Beneficial Owner”
securities in icon under “Login” which is available under ‘IDeAS’ section, this will
demat mode prompt you to enter your existing User ID and Password. After
with NSDL. successful authentication, you will be able to see e-Voting services
under Value added services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will
be re-directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for
IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.
NSDL Mobile App is available on
,
•App Store Google Play
Page 8 of 28
Individual 1. Existing users who have opted for Easi / Easiest, they can login
Shareholders through their user id and password. Option will be made
holding available to reach e-Voting page without any further
securities in authentication. The URL for users to login to Easi / Easiest are
demat mode https://web.cdslindia.com/myeasi/home/login or
with CDSL www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to

see the E Voting Menu. The Menu will have links of e-Voting
service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is

available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by

providing demat Account Number and PAN No. from a link in
www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be
provided links for the respective ESP i.e. NSDL where the e-Voting
is in progress.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding Voting facility. upon logging in, you will be able to see e-Voting option.
securities in Click on e-Voting option, you will be redirected to NSDL/CDSL
demat mode) Depository site after successful authentication, wherein you can see e-
login through Voting feature. Click on company name or e-Voting service provider i.e.
their NSDL and you will be redirected to e-Voting website of NSDL for casting
depository your vote during the remote e-Voting period or joining virtual meeting &
participants voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to
use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any
technical issues related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with contact NSDL helpdesk by sending a request at
NSDL [email protected] or call at toll free no.:
1800 1020 990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can
securities in demat mode with contact CDSL helpdesk by sending a request at
CDSL [email protected] or contact at
022- 23058738 or 022-23058542-43
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B) Login Method for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP
and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to
NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300***
and Client ID is 12****** then your
user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL.
For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in EVEN Number followed by Folio

Physical Form. Number registered with the company
For example if folio number is 001***
and EVEN is 101456 then user ID is
101456001***
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can use your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’ and
the system will force you to change your password.
Page 10 of 28
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the
company, your ‘initial password’ is communicated to you on your
email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf
file. The password to open the .pdf file is your 8 digit client ID for
NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your
‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below
in process for those shareholders whose email ids are not
registered
6. If you are unable to retrieve or have not received the “ Initial password” or have
forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your
demat account with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode)
option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can
send a request at [email protected] mentioning your demat account
number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the
votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting
on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in
which you are holding shares and whose voting cycle.
2. Select “EVEN” of company for which you wish to cast your vote during the remote
e-Voting period.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify
the number of shares for which you wish to cast your vote and click on “Submit” and
also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option
on the confirmation page.
7. Once you confirm your vote on the Resolution, you will not be allowed to modify
your vote.
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General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to
send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority
letter etc. with attested specimen signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer by e-mail to [email protected]
with a copy marked to [email protected].
2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an
event, you will need to go through the “Forgot User Details/Password?” or “Physical
User Reset Password?” option available on www.evoting.nsdl.com to reset the
password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22
44 30 or send a request to Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, ‘A’ Wing,
Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai
400013 at [email protected]
Process for those shareholders whose email ids are not registered with the depositories
for procuring user id and password and registration of e mail ids for e-voting for the
Resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self
attested scanned copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to [email protected].
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID +
CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated
Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self
attested scanned copy of Aadhar Card) to [email protected]. If you are an
Individual shareholders holding securities in demat mode, you are requested to refer
to the login method explained at step 1 (A) i.e. Login method for e-Voting for
Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to [email protected] for
procuring user id and password for e-voting by providing above mentioned
documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by
Listed Companies, Individual shareholders holding securities in demat mode are
allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are required to update their mobile number
and email ID correctly in their demat account in order to access e-Voting facility.
Page 12 of 28
ANNEXURE TO THE NOTICE OF THE POSTAL BALLOT
Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 read with
Rules 22 of the Companies (Management and Administration) Rules, 2014
Item No.1: Approval of Material Related Party Transaction(s) to be entered into with
Falcon Oil & Gas B.V. for the Financial Year 2022-23
Falcon Oil & Gas B.V. is a Related Party of the Company within the meaning of Section
2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Listing Regulations.
The Company is proposing to enter into certain business transactions with Falcon Oil & Gas
B.V. for the Financial Year 2022-23. The nature of transactions are in the form of Purchase
of Crude Oil from Falcon Oil & Gas B.V. All transaction(s) to be entered into by the
Company with Falcon Oil & Gas B.V. are in the ordinary course of business and are on arm’s
length basis and reviewed and recommended by the Audit Committee/Board for placing it for
approval of the shareholders in compliance with of the provisions of the Act/Listing
Regulations.
It may be noted that as per the amended definition provided in the explanation to Regulation
23 (1) of Listing Regulations, which is effective 1st April, 2022, a transaction with a related
party shall be considered material if the transaction(s) to be entered into individually or taken
together with previous transactions during a financial year, exceeds Rs.1,000 Crore or ten per
cent of the annual consolidated turnover of the listed entity as per the last audited financial
statements of the listed entity, whichever is lower. Further, all Material Related Party
Transactions require prior approval of the Members through a Resolution and no related party
shall vote to approve such Resolution whether an entity is a related party to the particular
transaction or not
The transaction(s) with Falcon Oil & Gas B.V. for Financial Year 2022-23 are estimated to
be Rs.2,800 Crore (Rupees Two Thousand Eight Hundred Crore) and this amount exceeds
the threshold limit Rs.1,000 Crore, one of the criteria prescribed above in the amended
definition of Material Related Party Transactions and therefore it is a Material Related Party
Transaction.
Approval of the Members of the Company is therefore required in terms of Regulation 23 of
the Listing Regulations, by way of passing of an Ordinary Resolution to the aforesaid
Material Related Party Transactions to be entered for Financial Year 2022-23.
Details to be placed before Members in line with the SEBI Circular are given below:
Sr. Particulars Remarks
No.
i. Type, material terms and particulars of the As detailed above. All transactions to
proposed transaction; be entered into are at arm’s length.
ii. Name of the related party and its relationship Falcon Oil & Gas B.V. is a Joint
with the listed entity or its subsidiary, Venture Company in which BPCL
including nature of its concern or interest holds 30% of Share Capital through
(financial or otherwise); its wholly owned subsidiary company
Bharat PetroResources Ltd (BPRL).
iii. Tenure of the proposed transaction (particular Recurring Nature and approval is for
tenure shall be specified); Financial Year 2022-23.
iv. Value of the proposed transaction; Rs.2800 crore
Page 13 of 28
v. The percentage of the listed entity’s annual Less than 1%
consolidated turnover, for the immediately
preceding financial year, that is represented
by the value of the proposed transaction (and
for a RPT involving a subsidiary, such
percentage calculated on the basis of the
subsidiary’s annual turnover on a standalone
basis shall be additionally provided);
vi. If the transaction relates to any loans, inter- Not Applicable
corporate deposits, advances or investments
made or given by the listed entity or its
subsidiary:
i) details of the source of funds in connection

with the proposed transaction;
ii) where any financial indebtedness is
incurred to make or give loans, inter-
corporate deposits, advances or
investments,
 nature of indebtedness;
 cost of funds; and
 tenure.
iii) applicable terms, including covenants,
tenure, interest rate and repayment
schedule, whether secured or unsecured; if
secured, the nature of security; and
iv) the purpose for which the funds will be
utilized by the ultimate beneficiary of
such funds pursuant to the RPT;
vii. Justification as to why the RPT is in the Arrangement is commercially
interest of the listed entity; beneficial.
viii. A statement that the valuation or other Not Applicable
external report, if any, relied upon by the
listed entity in relation to the proposed
transaction will be made available through the
registered email address of the shareholders.
Relevant documents, if any, in respect of the said item will be available for inspection in
electronic form on request by the Members of the Company, upto the last date of the remote
e-voting.
The Board of Directors, accordingly, recommends the passing of the proposed Ordinary
Resolution as contained in Item No.1 of the Notice.
The Directors, Key Managerial Personnel or their relatives holding shares of the Company
may be deemed to be concerned or otherwise interested in the said Ordinary Resolution only
to the extent of their shareholding.
Indraprastha Gas Limited for the Financial Year 2022-23
Indraprastha Gas Limited is a Related Party of the Company within the meaning of Section
Page 14 of 28
The Company is proposing to enter into certain business transactions with Indraprastha Gas
Limited for the Financial Year 2022-23. The nature of transactions are in the form of
Purchase of CNG (including CBG), Facility Charges and Electricity Reimbursement from
Indraprastha Gas Limited. All transactions to be entered into by the Company with
Indraprastha Gas Limited are in the ordinary course of business and are on arm’s length basis
and reviewed and recommended by the Audit Committee/Board for placing it for approval of
the shareholders in compliance with of the provisions of the Act/Listing Regulations.
23 (1) of Listing Regulations, which is effective 1st April, 2022, a transaction with a related
transaction or not.
The transactions with Indraprastha Gas Limited for the Financial Year 2022-23 are estimated
to be Rs.1,260 Crore (Rupees One Thousand Two Hundred and Sixty Crore) and this amount
exceeds the threshold limit Rs.1,000 Crore, one of the criteria prescribed above in the
amended definition of Material Related Party Transactions and therefore it is a Material
Related Party Transaction.
the Listing Regulations by way of passing of an Ordinary Resolution to the aforesaid Material
Related Party Transactions to be entered for the Financial Year 2022-23.
No.
i. Type, material terms and particulars of As detailed above. All transactions to be
the proposed transaction; entered into are at arm’s length.
ii. Name of the related party and its Indraprastha Gas Limited an Associate
relationship with the listed entity or its Company in which BPCL holds 22.50%
subsidiary, including nature of its of Share Capital.
concern or interest (financial or
otherwise);
iii. Tenure of the proposed transaction Recurring Nature and approval is for
(particular tenure shall be specified); Financial Year 2022-23
iv. Value of the proposed transaction; Rs.1,260 Crore
v. The percentage of the listed entity’s Less than 1%
annual consolidated turnover, for the
immediately preceding financial year,
that is represented by the value of the
proposed transaction (and for a RPT
involving a subsidiary, such percentage
calculated on the basis of the
subsidiary’s annual turnover on a
standalone basis shall be additionally
provided);
Page 15 of 28
vi. If the transaction relates to any loans, Not Applicable
inter-corporate deposits, advances or
investments made or given by the listed
entity or its subsidiary:
i) details of the source of funds in
connection with the proposed
transaction;
investments,
 tenure.
iii) applicable terms, including

covenants, tenure, interest rate and
repayment schedule, whether
secured or unsecured; if secured, the
nature of security; and
iv) the purpose for which the funds will
be utilized by the ultimate
beneficiary of such funds pursuant
to the RPT;
vii. Justification as to why the RPT is in the Arrangement is commercially beneficial.
interest of the listed entity;
external report, if any, relied upon by
the listed entity in relation to the
proposed transaction will be made
available through the registered email
address of the shareholders.
e-voting.
Resolution as contained in Item No. 2 of the Notice.
Petronet LNG Limited for the Financial Year 2022-23
Petronet LNG Limited is a Related Party of the Company within the meaning of Section
The Company is proposing to enter into certain business transactions with Petronet LNG
Limited for the Financial Year 2022-23. The nature of transactions are in the form of
Page 16 of 28
Purchase of LNG at Kochi & Dahej Terminal from Petronet LNG Limited. All transactions to
be entered into by the Company with Petronet LNG Limited are in the ordinary course of
business and are on arm’s length basis and reviewed and recommended by the Audit
Committee/Board for placing it for approval of the shareholders in compliance with of the
provisions of the Act/Listing Regulations.
23 (1) of Listing Regulations, which is effective 1st April 2022, a transaction with a related
transaction or not.
The transactions with Petronet LNG Limited for the Financial Year 2022-23 are estimated to
be Rs.7,150 Crore (Rupees Seven Thousand One Hundred and Fifty Crore) and this amount
exceeds the threshold limit Rs.1,000 Crore, one of the criteria prescribed above in the
amended definition of Material Related Party Transactions and therefore it is a Material
Related Party Transaction.
the Listing Regulations, by way of passing of an Ordinary Resolution to the aforesaid
Material Related Party Transactions to be entered for the Financial Year 2022-23.
No.
i. Type, material terms and particulars of the As detailed above. All transactions to
proposed transaction; be entered into are at arm’s length.
ii. Name of the related party and its Petronet LNG Limited an Associate
relationship with the listed entity or its Company in which BPCL holds 12.50%
subsidiary, including nature of its concern of Share Capital.
or interest (financial or otherwise);
iii. Tenure of the proposed transaction Recurring Nature and approval is for
(particular tenure shall be specified); Financial Year 2022-23
iv. Value of the proposed transaction; Rs.7,150 Crore
v. The percentage of the listed entity’s annual Less than 1%
consolidated turnover, for the immediately
preceding financial year, that is represented
by the value of the proposed transaction
(and for a RPT involving a subsidiary, such
percentage calculated on the basis of the
subsidiary’s annual turnover on a
standalone basis shall be additionally
provided);
vi. If the transaction relates to any loans, inter- Not Applicable
corporate deposits, advances or investments
made or given by the listed entity or its
subsidiary:
i) details of the source of funds in
connection with the proposed
transaction;
Page 17 of 28
investments,
 tenure.
iii) applicable terms, including covenants,
tenure, interest rate and repayment
schedule, whether secured or
unsecured; if secured, the nature of
security; and
iv) the purpose for which the funds will be
utilized by the ultimate beneficiary of
such funds pursuant to the RPT;
vii. Justification as to why the RPT is in the Arrangement is commercially
interest of the listed entity; beneficial.
external report, if any, relied upon by the
listed entity in relation to the proposed
transaction will be made available through
the registered email address of the
shareholders.
e-voting.
Resolution as contained in Item No. 3 of the Notice.
Item No.4: Appointment of Shri Gudey Srinivas as Director
Shri Gudey Srinivas was appointed as an Additional Director on the Board upon nomination
by the Government of India as Government Director, under the provisions of Article 77A of
the Articles of Association of the Company read with Section 161 of the Act, effective 13th
October 2021, in accordance with the directions of the Government of India.
Pursuant to Regulation 17 of the Listing Regulations effective from 1st January 2022, a listed
entity shall ensure that approval of shareholders for appointment of a person on the Board of
Directors is taken at the next general meeting or within a time period of three months from
the date of appointment, whichever is earlier. Accordingly, Shareholders approval is being
sought for all directors inducted since 1st January 2022. Additionally, Shareholders approval
is also sought for prior appointments of Directors since the last Annual General Meeting
(AGM) (i.e. from October to December 2021) as a good corporate practice. Accordingly,
approval is being sought for appointment of Shri Gudey Srinivas, as a Director on the Board
of the Company u/s 149 and 152 of the Act by way of Postal Ballot.
Page 18 of 28
The Company has received a Notice in writing under Section 160 of the Act, proposing his
candidature for the office of the Director.
Shri Gudey Srinivas is a senior IAS officer and holds the post of Additional Secretary &
Financial Advisor in Ministry of Petroleum & Natural Gas. He holds a degree of B. Tech in
Civil Engineering and M.E. (Civil Engineering) and Management Programme in Public
Policy from Indian School of Business. His brief resume containing his age, qualifications,
expertise etc. is annexed herewith.
e-voting.
The Board of Directors accordingly, recommends the passing of the proposed Ordinary
Shri Gudey Srinivas is interested in the Resolution to the extent as it concerns his
appointment.
None of the other Directors or Key Managerial Personnel or their relatives has any concern or
interest, financial or otherwise, in passing of the said Ordinary Resolution.
Item No.5: Appointment of Shri Sanjay Khanna as Director (Refineries)

Shri Sanjay Khanna was appointed as Additional Director on the Board and as Director
(Refineries) of the Company under the provisions of Article 77A of the Articles of
Association of the Company effective 22nd February 2022 in accordance with the directions
of the Government of India.
Pursuant to Regulation 17 of the Listing Regulations effective from January 1, 2022, a listed
the date of appointment, whichever is earlier. Accordingly, Shareholders approval is sought
for appointment of Shri Sanjay Khanna, as a Director on the Board of the Company u/s 149
and 152 of the Act by way of Postal Ballot.
Shri Sanjay Khanna is a Chemical Engineer. His brief resume containing his age,
qualifications, expertise etc. is annexed herewith.
e-voting.
Shri Sanjay Khanna is interested in the Resolution to the extent as it concerns his
appointment. None of the other Directors or Key Managerial Personnel or their relatives has
any concern or interest, financial or otherwise, in passing of the said Ordinary Resolution.
Page 19 of 28
Item No.6: Appointment of Shri Suman Billa as Director
Shri Suman Billa was appointed as Additional Director on the Board upon nomination by the
Government of India as Government Director, under the provisions of Article 77A of the
Articles of Association of the Company read with Section 161 of the Act, effective 16th
March 2022 in accordance with the directions of the Government of India.
Pursuant to Regulation 17 of the Listing Regulations effective from 1st January 2022, a listed
the date of appointment, whichever is earlier. Accordingly, Shareholders approval is sought
for appointment of Shri Suman Billa, as a Director on the Board of the Company u/s 149 and
152 of the Act by way of Postal Ballot.
Shri Suman Billa is an IAS officer and holds the post of Principal Secretary, (Industries and
NORKA), Government of Kerala. He has been a British Chevening Gurukula Scholar at the
London School of Economics. He also holds a M.Phil Degree. His brief resume containing
his age, qualifications, expertise etc. is annexed herewith.
e-voting.
Shri Suman Billa is interested in the Resolution to the extent as it concerns his appointment.
None of the other Directors or Key Managerial Personnel or their relatives has any concern or
interest, financial or otherwise, in passing of the said Ordinary Resolution.
Item No.7: Appointment of Shri Pradeep Vishambhar Agrawal as an Independent
Director
Shri Pradeep Vishambhar Agrawal was appointed as Additional Director and Independent
Director of the Company, under the provisions of Article 77A of the Articles of Association
of the Company read with Section 161 of the Act, effective 12th November 2021 for a period
of three years up to 11th November 2024 or until further orders from the Ministry of
Petroleum & Natural Gas, whichever is earlier.
Pursuant to Regulation 17& 25 of the Listing Regulations effective from 1st January 2022, a
listed entity shall ensure that approval of shareholders by way of Special Resolution for
appointment of an Independent Director on Board of Directors is taken at the next general
meeting or within a time period of three months from the date of appointment, whichever is
earlier. Accordingly, Shareholders approval is being sought for directors inducted since 1st
January 2022. Additionally, Shareholders approval is also sought for prior appointments of
Directors since the last Annual General Meeting (AGM) ( i.e. from October to December
2021) as a good corporate practice. Accordingly, Shareholders approval is sought for
appointment of Shri Pradeep Vishambhar Agrawal, as an Independent Director on the Board
of the Company u/s 149 read with Schedule IV and 152 of the Act by way of Postal Ballot.
The Company has received a Notice in writing under Section 160 of the Act proposing his
candidature for the office of Independent Director.
Page 20 of 28
Shri Pradeep Vishambhar Agrawal fulfills the conditions specified in the Act and the Rules
made thereunder and in terms of Listing Regulations for appointment as Independent Director
and he is Independent of the management and not liable to retire by rotation pursuant to
Section 149(13) read with Section 152 of the Act.
Shri Pradeep Vishambhar Agrawal is a Chartered Accountant and a Company Secretary. His
fields of specialisations are Finance, Business, Administration and social activities.
Accordingly, he fulfills the criteria of skills and capabilities required on the Board and his
association would be beneficial to the Company. His brief resume containing his age,
The Board of Directors accordingly, recommends the passing of the proposed Special
e-voting.
Shri Pradeep Vishambhar Agrawal is interested in the Resolution to the extent as it concerns
his appointment. None of the other Directors or Key Managerial Personnel or their relatives
has any concern or interest, financial or otherwise, in passing of the said Special Resolution.
Item No.8: Appointment of Shri Ghanshyam Sher as an Independent Director
Shri Ghanshyam Sher was appointed as Additional Director and as Independent Director of
the Company under the provisions of Article 77A of the Articles of Association of the
Company read with Section 161 of the Act, effective 12th November 2021 for a period of
three years up to 11th November 2024 or until further orders from the Ministry of Petroleum
& Natural Gas, whichever is earlier.
earlier. Accordingly, Shareholders approval is being sought for all directors inducted since
Jan 2022. Additionally, Shareholders approval is also sought for prior appointments of
Directors since the last Annual General Meeting (AGM) (i.e. from October to December
appointment of Shri Ghanshyam Sher, as an Independent Director on the Board of the
Company u/s 149 read with Schedule IV and 152 of the Act by way of Postal Ballot.
Shri Ghanshyam Sher fulfills the conditions specified in the Act and the Rules made
thereunder and in terms of Listing Regulations for appointment as Independent Director and
he is Independent of the management and not liable to retire by rotation pursuant to Section
149(13) read with Section 152 of the Act.
Shri Ghanshyam Sher has degree in M.Com, M.A. in Political Science, M.A. in Economics
L.L.B. His fields of specialisations are Finance, Legal, Social services and Administration.
Accordingly, he fulfills the criteria of skills and capabilities required on the Board and his
association would be beneficial to the Company. His brief resume containing his age,
Page 21 of 28
e-voting.
Resolution as contained in Item No.8 of the Notice by Members of the Company.
Shri Ghanshyam Sher is interested in the Resolution to the extent as it concerns his
any concern or interest, financial or otherwise, in passing of the said Special Resolution.
Item No.9: Appointment of Dr. (Smt.) Aiswarya Biswal as an Independent Director
Dr. (Smt.) Aiswarya Biswal was appointed as Additional Director and as Independent
Director of the Company under the provisions of Article 77A of the Articles of Association
earlier. Accordingly, Shareholders approval is being sought for all directors inducted since 1st
January 2022. Additionally, Shareholders approval is also sought for prior appointments of
appointment of Dr. (Smt.) Aiswarya Biswal, as an Independent Director on the Board of the
The Company has received a Notice in writing under Section 160 of the Act proposing her
Dr. (Smt.) Aiswarya Biswal fulfills the conditions specified in the Act and the Rules made
thereunder and in terms of Listing Regulations for appointment as Independent Director and
she is Independent of the management and not liable to retire by rotation pursuant to Section
Dr. (Smt.) Aiswarya Biswal is a Bachelor of Dental Surgery and masters in Management
from University of Liverpool, United Kingdom. She has extensive knowledge and rich
experience in social services and administration and management expertise. Accordingly, she
fulfills the criteria of skills and capabilities required on the Board and her association would
be beneficial to the Company. Her brief resume containing his age, qualifications, expertise
etc. is annexed herewith.
e-voting.
Dr. (Smt.) Aiswarya Biswal is interested in the Resolution to the extent as it concerns her
Page 22 of 28
Item No.10: Appointment of Prof. (Dr.) Bhagwati Prasad Saraswat as an Independent
Director
Prof. (Dr.) Bhagwati Prasad Saraswat was appointed as Additional Director and as
Independent Director of the Company under the provisions of Article 77A of the Articles of
Association of the Company read with Section 161 of the Act, effective 12th November 2021
for a period of three years up to 11th November 2024 or until further orders from the Ministry
of Petroleum & Natural Gas, whichever is earlier.
1st January 2022. Additionally, Shareholders approval is also sought for prior appointments of
appointment of Prof. (Dr.) Bhagwati Prasad Saraswat, as an Independent Director on the
Board of the Company u/s 149 read with Schedule IV and 152 of the Act by way of Postal
Ballot.
Prof. (Dr.) Bhagwati Prasad Saraswat fulfills the conditions specified in the Act and the Rules
made thereunder and in terms of Listing Regulations for appointment as Independent Director
and he is Independent of the management and not liable to retire by rotation pursuant to
Section 149(13) read with Section 152 of the Act.
Prof. (Dr.) Bhagwati Prasad Saraswat has degree in M.Com, (Gold Medalist) and Ph.D in
Financial Evolution of Drugs & Pharmaceutical Companies in India. He has extensive
knowledge and rich experience in academic and administration. Accordingly, he fulfills the
criteria of skills and capability required on the Board and his association would be beneficial
to the Company. His brief resume containing his age, qualifications, expertise etc. is annexed
herewith.
e-voting.
Prof. (Dr.) Bhagwati Prasad Saraswat is interested in the Resolution to the extent as it
concerns his appointment. None of the other Directors or Key Managerial Personnel or their
relatives has any concern or interest, financial or otherwise, in passing of the said Special
Resolution.
Item No.11: Appointment of Shri Gopal Krishan Agarwal as an Independent Director
Shri Gopal Krishan Agarwal was appointed as Additional Director and as Independent
Director of the Company under the provisions of Article 77A of the Articles of Association
Page 23 of 28
Pursuant to Regulation 17 & 25 of the Listing Regulations effective from 1st January 2022, a
1st January 2022. Additionally, Shareholders approval is also sought for prior appointments of
appointment of Shri Gopal Krishan Agarwal, as an Independent Director on the Board of the
Shri Gopal Krishan Agarwal fulfills the conditions specified in the Act and the Rules made
thereunder and in terms of Listing Regulations for appointment as Independent and he is
Independent of the management and not liable to retire by rotation pursuant to Section
Shri Gopal Krishan Agarwal is Chartered Accountant. He has done his post-graduation in
MA (Economics). He has extensive knowledge and rich experience in Finance and
Economics. Accordingly, he fulfills the criteria of skills and capability required on the Board
and his association would be beneficial to the Company. His brief resume containing his age,
e-voting.
Shri Gopal Krishan Agarwal is interested in the Resolution to the extent as it concerns his
By Order of the Board of Directors
Sd/-
(V. Kala)
Company Secretary
Place: Mumbai
Date: 17th March 2022
Registered Office:
Bharat Bhavan, P. B. No. 688, 4 & 6 Currimbhoy Road, Ballard Estate,
Mumbai 400 001 CIN: L23220MH1952GOI008931 Phone: 2271 3000 / 4000
Email: [email protected] Website: www.bharatpetroleum.in
Page 24 of 28
Brief resume of Directors Pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014
Name Shri Gudey Shri Pradeep Shri Ghanshyam Dr. (Smt.) Prof. (Dr.) Shri Gopal Shri Sanjay Shri Suman Billa
Srinivas Vishambhar Sher Aiswarya Biswal Bhagwati Prasad Krishan Agarwal Khanna
Agrawal Saraswat
Date of Birth 10.08.1966 20.07.1969 01.08.1956 20.11.1979 30.06.1960 01.06.1962 11.05.1969 24.12.1970
Date of first 13.10.2021 12.11.2021 12.11.2021 12.11.2021 12.11.2021 12.11.2021 22.02.2022 16.03.2022
Appointment
Qualifications IAS Fellow member M.Com. Bachelor of M.Com (Gold Fellow member of B.Tech, IAS
B. Tech (Civil of the Institute M.A. (Political Dental Surgery. Medalist). the Institute of Chemical M Phil,
Engg). of Chartered Science). Masters in Ph.D in Financial Chartered Engineering, British Chevening
M.E. (Civil Accountants of M.A. Management Evolution of Accountants of Post Graduate in Gurukula Scholar at
Engg). India and (Economics). from University Drugs & India Finance the London School of
Management member of the L.L.B. of Liverpool, Pharmaceutical M.A (Economics) Management from Economics.
Programme in Institute of United Kingdom. Companies in B.com (Hons). Mumbai
Public Policy Company India. University
from Indian Secretaries of
School of India
Business.
Experience He is Additional He is He is specialized She has been He was a Dean He is Economic He has over 30 He has been appointed
in specific Secretary & Joint specialized in in the fields of actively involved and Head of thinker and writes years of as Principal Secretary,
functional Advisor, the fields of Finance, Legal in many Faculty of extensively for experience in Industries & Non-
areas Ministry of Finance, and Social philanthropic Commerce/Depart newspapers, Refineries Resident Keralites’
Petroleum & Business and Service. He has work especially ment of financial journals operations, Affairs in the
Natural Gas. In Administration. gained in Indian Commerce, and delivers Technical Government of Kerala.
Central He is a administrative diaspora of U.K. Maharshi lectures in Services etc. and Prior to this
Government, he Managing experience and in India as Dayanand seminars & had been assignment he was
has worked as Director in a through various well. She is also Saraswati conferences. He instrumental in Director, Technical
Joint Secretary pharmaceutical public associated with University, Ajmer was a Member of conceptualizing Cooperation & Silk
and Director, company and is associations. He various cultural, and has teaching Board of and setting up of Road at the United
Ministry of in the Board of has been honored social and literary experience of Governors at the new plants and Nations World
Mines and PS to various other with various organizations more than 38 Indian Institute of commissioning Tourism Organization
Minister of State companies He awards by worldwide. She years. He has Corporate Affairs several units in in Madrid, Spain.
for Rural is also engaged renowned is a well-known held various (IICA) and a Refineries at Among the other
Development. In in social personalities. columnist and academic and member of the Mumbai and positions he has held
the State activities and is has been administrative Task Force on Numaligarh. He are Joint Secretary in
Government of a Director in contributing her responsibilities MSME of the was also heading the Ministry of
Odisha, he has two Section 8 articles in various during his Ministry of BPCL Kochi Tourism, Government
worked as Companies. He journals and academic career Finance. He was Refinery in the of India, Secretary,
Principal also acts as newspapers both such as Director also Director on past two years. Kerala Tourism,
Secretary/Secreta Trustee of nationally and of Center for the Boards of Commissioner,
ry to Commerce, various Trusts. regionally. She Entrepreneurship Bank of Baroda & Commercial Taxes,
Transport and is a bilingual poet & Small North Eastern Secretary, Food &
Civil Aviation, and has written Business Electric Power Civil Supplies, District
Labour, Steel two books. She Management, Co. Collector, Palghat and
Page 25 of 28
Agrawal Saraswat
Experience and Mines was the former Maharshi Ltd In addition, he Director, Kerala
in specific Departments. editor of Odisha Dayanand was also Tourism. He has also
functional He has also Society of United Saraswati government served as Private
areas worked in the Kingdom journal University, , Joint nominee on the Secretary to the
field postings as as well. Conference Central Council of Ministers of State in
Revenue Secretary, the Institute of the Ministries of
Divisional Controller of Company External Affairs and
Commissioner, Examination Secretaries of Defence.
Collector, organized by India (ICSI). He is
District Indian Commerce an Independent
Magistrate, Sub- Association, director on the
Divisional Coordinator of Board of ICSI
Magistrate in various exams, (IIP). He is a
Government of Registrar of Trustee of India
Odisha. He was Maharshi Policy Foundation
Managing Dayanand and Dr.
Director, Saraswati Mookherjee
Markfed, University, Smriti Nyas,
Project Director, Ajmer, Member (think tanks). He
ICDS in the of Board of has initiated
undivided State management and various public
Government of selection welfare projects
Andhra Pradesh committees of like Jaladhikar
while on various Foundation,
deputation. Universities. He Nagrik Manch,
He was also on has published Shree Jee
the Boards of various books and Gausadan, Milk
Hindustan papers and has Cooperative
Copper Limited, presented his Movement etc.
Hindustan Zinc papers in various
Limited, Bharat prestigious
Aluminium conferences/semin
Company ars . He has also
Limited and been editor of
Orissa Rail academic bodies
Infrastructural of journals.
Development
Limited.
Page 26 of 28
Agrawal Saraswat
Directorship 1. Food 1. Vital Care Nil Nil Nil 1. Genuine 1. Bharat 1. Malabar Cements
held in other Corporation Pvt Ltd Creations Oman Refineries Limited
Companies of India 2. Interpharm Private Ltd 2. Overseas Keralites
Biotech Limited Investments and
Private 2. Jaladhikar Holdings Limited
Limited Foundation 3. INKEL Ltd
3. Shine 3. Professional 4. Kerala State
Pharmaceuti Data System Industrial
cals Limited Private Development
4. Bhoomi Limited Corporation
Medicament 4. Gangotri Limited
s Limited Overseas
5. Vadodara Private
Smile Limited
Foundation 5. ICSI Institute
6. Shashvat of Insolvency
Vikas Professionals
Prabodhan
Parishad
Relationship None None None None None None None None
with other
Directors &
KMP
Listed None None None None None None None None
Entities from
which the
person has
resigned the
directorship
in the past
three years
Page 27 of 28
Agrawal Saraswat
Membership/ Member-BPCL Member: Member: BPCL Member : BPCL Chairman: Chairman: Member : BPCL Member : BPCL
Chairman- 1. Corporate BPCL 1. Audit 1. Stakeholders’ BPCL BPCL 1. Risk 1. Corporate Social
ships Social 1. Audit Committee Relationship 1. Nomination & 1. Audit Management Responsibility
of Board Responsibility Committee 2. Stakeholders’ Committee- Remuneration Committee Committee Committee
Committees Committee 2. Project Relationship 2. Corporate Committee 2. Sustainable 2. Project Evaluation
2. Nomination & Evaluation Committee Social Member: BPCL Development Committee
Member: BPCL 2. Stakeholders’
Remuneration Committee 3. Sustainable Responsibility 2. Audit Committee 3. Standing
Committee 3. BPCL Trust Development Committee Relationship 3. Standing Committee of the
Committee Committee-
for Committee 3. Nomination & 3. BPCL Trust for Committee of Board for release of
Investment Remuneration BPCL the Board for flats.
Investment in 3. Risk
in Shares Committee Shares JVC Matters
Committee 4. Sustainable Management 4. Standing
Committee Committee
Development Committee of
Committee the Board for
Tenders
No. of Board 5 4 4 4 4 4 NA NA
Meetings
attended
during the
financial year
2021-22
(till the date
of issue of this
Notice of
Postal Ballot)
No. of shares Nil Nil Nil Nil Nil Nil 7525 Equity Nil
held in BPCL shares
Page 28 of 28

Postal Ballot Notice and Explanatory Statement - Final 4396a5

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Notice of Postal Ballot

“RESOLVED THAT pursuant to Regulation 23 and such other applicable Regulations, if

“RESOLVED THAT pursuant to Regulation 23 and such other applicable Regulations, if

“RESOLVED THAT pursuant to Regulation 23 and such other applicable Regulations, if

Item No. 4: Appointment of Shri Gudey Srinivas as Director

Item No. 6: Appointment of Shri Suman Billa as Director

Item No. 8: Appointment of Shri Ghanshyam Sher as an Independent Director

Item No. 9: Appointment of Dr. (Smt.) Aiswarya Biswal as an Independent Director

The Process and manner of voting by electronic means :-

How do I vote electronically using NSDL e-Voting system?

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by

Type of Login Method

2. After successful login of Easi/Easiest the user will be also able to

3. If the user is not registered for Easi/Easiest, option to register is

4. Alternatively, the user can directly access e-Voting page by

How to Log-in to NSDL e-Voting website?

4. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:

b) For Members who hold shares in 16 Digit Beneficiary ID

c) For Members holding shares in EVEN Number followed by Folio

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

i) details of the source of funds in connection

iii) applicable terms, including

Item No.5: Appointment of Shri Sanjay Khanna as Director (Refineries)

Item No.11: Appointment of Shri Gopal Krishan Agarwal as an Independent Director

By Order of the Board of Directors

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