NAGARJUNA OIL REFINERY LIMITED

Board of Directors

K S Raju Registered Office

Chairman
Chandra Pal Singh Yadav
Nominee of KRIBHCO
D.No.8-2-248
Nagarjuna Hills, Punjagutta
Hyderabad - 500 082
INDIA
CIN : L23200AP2010PLC071242

Dr. N.C.B. Nath Website

www.norl.co.in

S R Ramakrishnan

Lalitha Raghuram Auditors

M/s. M Bhaskara Rao & Co.,
Chartered Accountants
K. Rahul Raju
Hyderabad - 500 082

K. Soma Raju Ankita Mathur

Manager Company Secretary
NAGARJUNA OIL REFINERY LIMITED
NOTICE
NOTICE IS HEREBY GIVEN THAT THE SEVENTH ANNUAL GENERAL
MEETING OF NAGARJUNA OIL REFINERY LIMITED WILL BE HELD
AT 3.00 PM ON TUESDAY, DECEMBER 26, 2017, AT SRI SATYA SAI
NIGAMAGAMAM, 8-3-987/2, SRINAGAR COLONY, HYDERABAD - 500
073 TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS
1. To receive, consider and adopt the 7th Annual Report of
the Company, Balance Sheet as at March 31, 2017, the
Statement of Profit and Loss for the financial year ended
March 31, 2017, the Cash Flow Statement for the financial
year ended March 31, 2017 and the Reports of the Directors
and Auditors thereon.
2. To appoint a Director in place of Mr. K Rahul Raju with
DIN No. 00015990 who has consented to retire by rotation
in compliance with the requirements of Section 152 of
the Companies Act, 2013, and being eligible, offers
himself for re-appointment.
3. To consider and if thought fit, to pass with or without
modification(s) the following resolution as an Ordinary
Resolution:
RESOLVED THAT pursuant to the provisions of Section 139
of the Companies Act, 2013 and the Rules made
thereunder, the consent of the Members be and is hereby
accorded for the ratification of the appointment of
Statutory Auditors of the Company, M/s. M Bhaskara Rao
and Co., Chartered Accountants, Hyderabad (Firm
Registration No. 000459S), to hold office from the
conclusion of the 7th Annual General Meeting up to the
conclusion of the 8th Annual General Meeting of the
Company on such remuneration as may be fixed by the
Board of Directors during the term of appointment i.e.,
from the conclusion of the 4th Annual General Meeting
to the conclusion of the 9th Annual General Meeting.
SPECIAL BUSINESS
4. To consider and if thought fit, to pass with or without
modification(s) the following resolution as a Special
Resolution:
"RESOLVED THAT pursuant to the provisions of Sections
196, 197, 203 and Schedule V and other applicable
provisions of the Companies Act, 2013, if any, Mr. K Soma
Raju be and is hereby appointed as 'Manager' of the
Company for a period of 3 years with effect from August
31, 2017."
"RESOLVED FURTHER THAT Mr. K Soma Raju be paid a
consolidated monthly remuneration of Rs. 10,000/- and
other perquisites as per the Rules of the Company."
By Order of the Board
Ankita Mathur
Company Secretary
Hyderabad
November 08, 2017 M.No ACS 24358
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING
IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A
MEMBER OF THE COMPANY.
A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS
NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE
NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL
OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER
HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE
CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY
APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON
SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR
SHAREHOLDER.
2. Instrument of proxies in order to be effective must be
deposited at the Company's registered office not less
than 48 hours before the meeting.
3. Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 and
Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is
providing remote e-voting facility for casting votes using
an electronic voting system from a place other than venue
of the general meeting and voting at the general meeting
through the ballot form on all the resolutions set forth
in the Notice to the 7th Annual General Meeting to be
held on Tuesday i.e., December 26, 2017 at 3.00 PM.
The Company has engaged the services of Central
Depository Services (India) Limited to provide remote e-
voting platform to the members.
Please refer to the detailed instructions on remote
e-voting at page no. 45 of the Annual Report.
4. Members holding shares in demat form and members
who have registered their email id with the Company
will also receive the remote e-voting instructions by
email.
5. Members who do not have access to remote e-voting
facility may use the enclosed Ballot Form on page 47
and send their assent or dissent on or before close of
business hours (5.00 PM) of December 25, 2017.
6. Members are requested to notify immediately the
change, if any, of the address /change in bank details to
the Company's registered office, quoting their ledger folio
number registered with the Company.
7. Members desiring to seek any information on the annual
accounts are requested to write to the Company at an
early date to enable compilation of information.
8. The Register of Members and the Share Transfer Books
will remain closed from December 20, 2017 to
December 26, 2017 (both days inclusive).
1

9. The Company has paid the listing fees for the year 2017
- 2018 to The Bombay Stock Exchange and the National
Stock Exchange of India Limited, Mumbai, where the
securities of the Company are listed.
10. Members whose shareholding is in the electronic mode
are requested to inform change of address, notifications
and updates of bank account details to their respective
Depository Participants.
11. Members are requested to update the bank account
number allotted after implementation of Core Banking
Solutions (CBS) to the Company in case of shares held in
physical form and to DP in case of shares held in demat
form.
12. Members are requested to address all correspondences
to the Company's Registrars and Share Transfer Agents,
XL Softech Systems Limited, 3, Sagar Society, Road No 2,
Banjara Hills, Hyderabad, 500 034, India.
13. The Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 permits
Companies to mail soft copies of the Annual Report to all those
members who have registered their e-mail addresses with the
Company/Depository Participants. The Annual Report
2016-2017 along with the Notice of the 7th Annual General
Meeting, instructions on remote e-voting, ballot form,
attendance slip and proxy form is being mailed in
electronic mode to all the members whose email
addresses are registered with the Company/Depository
Participants unless communication is received to the
contrary. Printed copies of the documents shall be mailed
to members who have not registered their email
addresses with the Company/Depository Participant or
have specifically requested for the same.
The Notice of the 7th AGM along with the Annual Report
2016-2017 is also available on the Company's website -
www.norl.co.in
14. To support green initiative, the Members holding shares both
in Physical/ Demat form, who have not furnished their e-mail
ids are requested to furnish the same to the Company/
Depository Participants
15. As per Section 72 of the Companies Act, 2013 facility for making
nominations is available to individuals holding shares in the
Company. The prescribed nomination form can be obtained
from the Company. Members, in particular those holding shares
in single name, are requested to avail the above facility by
furnishing to the Company the particulars of their nomination.
Members holding shares in electronic form may forward duly
filled nomination form to their respective depository.
16. The Securities and Exchange Board of India has notified that
the shareholders/transferee of shares (including joint holders)
holding shares in physical form are required to furnish a
certified copy of their PAN Card to the Company while
transacting in the securities market including transfer,
transmission or any other corporate action.
Accordingly, all the shareholders/transferee of shares
NAGARJUNA OIL REFINERY LIMITED
(including joint holders) are requested to furnish a
certified copy of their PAN Card to the Company while
transacting in the securities market including transfer,
transmission or any other corporate action.
17. The Company has designated an exclusive e-mail id
titled investorsnorl@nagarjunagroup.com for redressal
of members' complaints/grievances. In case you have
any queries/complaints or unresolved grievances,
please write to Ms. Ankita Mathur, Company Secretary at
mankita@nagarjunagroup.com.
EXPLANATORY STATEMENT PURSUANT TO
SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 4
The Board of Directors of the Company at their meeting held
on May 26, 2017 considered the re-appointment of Mr. K Soma
Raju as Manager of the Company for a period of 3 years effective
from August 31, 2017 at a consolidated monthly remuneration
of Rs. 10,000/- and other perquisites as per the Rules of the
Company.
The appointment of Mr. K Soma Raju as Manager of the
Company was approved by the Nomination and Remuneration
Committee of Directors, in terms of the requirements of the
Section 196 and Schedule V to the Companies Act, 2013.
Mr. K Soma Raju is a B.Com graduate and a fellow member of
the Institute of Chartered Accounts of India (ICAI). He has 38
years of experience as a Chartered Accountant and as an
entrepreneur. He worked as consultant in Nagarjuna group
and is a Director on the Board of various companies.
Your Directors commend the resolution for approval.
None of the Directors or Key Managerial Personnel of the
Company or their relatives are concerned or interested in this
resolution except Mr. K Soma Raju.
The Board commends the Special Resolution set out at Item
No. 4 of the Notice for approval by the shareholders.
Inspection of Documents
The documents pertaining to Special Business are available
for inspection at the Registered Office of the Company
between 10.30 a.m. and 12.30 p.m. on any working day prior
to the meeting.
By Order of the Board
Ankita Mathur
Hyderabad Company Secretary
November 08, 2017 M.No ACS 24358
2
NAGARJUNA OIL REFINERY LIMITED

DIRECTORS' REPORT
Your Directors present before you the 7th Annual Report of the Company together with the Audited Accounts for the year ended
March 31, 2017.
The Financial Results of the company for the year ended March 31, 2017 are as under:
A. BUSINESS AND FINANCIAL HIGHLIGHTS Financial Summary

Standalone Financial Results
Particulars
Current year
Net Sales/Income from Operations
Other Income
Total Expenditure
a . (Increase)/Decrease in Stock
b. Cost of materials consumed
c. Employee Benefits expense
d. Purchase of traded products
e. Power and fuel
Rs. in Lakhs The Loss after tax for the year was Rs.23,988.87 Lakhs
against loss after tax of Rs.331.51 Lakhs for the previous
2016-2017 2015-2016 year.
Previous year
The main contributors to the loss was on exceptional item
- - representing a provision of Rs.23,622 lakhs towards
0.36 1.54 diminution in the value of investment in Nagarjuna Oil
Corporation Limited (NOCL) in addition to Rs.40,000 Lakhs
provided in the year 2014-15, considering the delay in
induction of partner and consequently, achieving financial
- -
closure for re-assessed cost of project.
- - Extension of time for holding Annual General Meeting
157.39 150.94 The Registrar of companies (ROC), Hyderabad, has granted
extension of time to the company for holding the 7th Annual
- - General meeting, upto December 31, 2017.
- - Status of the Oil Refinery Project

f. Other expenses
Total
Finance cost
Depreciation and amortization
Profit/(Loss) before exceptional
items, extra-ordinary items and tax
Exceptional Items
Profit/ (Loss) before extra-ordinary (23,988.87)
items and tax
Extra-ordinary items
Profit/(Loss) before tax
Provision for tax
Deferred tax
Profit after tax
Dividend – equity shares
Tax on proposed dividend
Balance c/d to Balance Sheet
Paid Up equity share capital
(Face value of Re.1/- per share)
Reserves excluding revaluation reserve
Earnings per share (annualized)– in Rs.
Basic and Diluted
195.65 167.98 Your company holds 46.78% of equity share capital of
Nagarjuna Oil Corporation Limited (NOCL) which is involved
353.04 318.92 in setting-up a 6 MMTPA refinery project at Cuddalore,
Tamil Nadu.
12.09 12.01
National Company Law Tribunal (NCLT), Chennai Bench has
2.10 2.12 admitted the applications of the corporate creditors and
initiated the corporate insolvency resolution process under
(366.87) (331.51)
the Insolvency and Bankruptcy Code, 2016. NCLT has appointed
an Insolvency Resolution Professional for this purpose.
23,622.00 - Consolidated Financial Statements
(331.51) The Company in terms of Section 129(3) of the Companies
Act, 2013, is required to prepare Consolidated Financial
Statements with the Annual Accounts of its Associate
- -
Company, Nagarjuna Oil Corporation Limited (NOCL) in
(23,988.87) (331.51) addition to Standalone Financial Statements for the
year ended March 31, 2017.
- -
The Company had been perusing with NOCL for the Audited
- - Annual Accounts for the year ended March 31, 2017. NOCL has
(23,988.87) (331.51) informed that the Annual Accounts for the year ended
March 31, 2017 were under the process of finalization.
- -
NOCL vide letter dated July 28, 2017 has informed the Company
- - that National Company Law Tribunal had appointed an
Insolvency Resolution Professional on July 26, 2017 and
(23,988.87) (331.51)
initiated the corporate insolvency resolution process under
4281.82 4281.82 the Insolvency and Bankruptcy Code, 2016 and that NOCL was
not in a position to draw up and provide its Annual Accounts
for the year ended March 31, 2017.
8,190.59 32,179.46
In view of the above, the Company, had sought extension of
time for holding 7 th Annual General Meeting from the
(5.60) (0.08) Registrar of Companies, Telangana, for a period of three
months up to December 31, 2017 and the same was granted.

3

The Company, despite follow-ups has not yet received the
Audited Annual Accounts of NOCL for the preparation of
Consolidated Financial Statements for placing the same
before the Members of the Company at the Annual General
Meeting to be held on December 26, 2017.
The Company, in order to meet the statutory requirements
under Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 has convened the
7th Annual General Meeting of the Members and is
presenting the Audited Accounts without incorporating the
Consolidated Financial Statements for the year ended
March 31, 2017 for the approval of the Members.
Share Capital
The paid-up equity capital of the company as on March 31,
2017 is Rs.42,81,81,821/- consisting of 42,81,81,821 equity shares
of Re.1/- each.
Subsidiaries, Joint Ventures or Associate Companies:
There has been no change in relation to any subsidiary, joint
venture or associate company during the year.
Accounts of Associates
Please refer Note on Consolidated Financial Statements
above.
The Details of Investment of the Company in Nagarjuna Oil
Corporation Limited (NOCL) an associate company is enclosed
as Annexure - I
B. DIRECTORS, BOARD COMMITTEES, KEY MANAGERIAL PERSONNEL
AND REMUNERATION
Directors Retiring by Rotation
In accordance with Section 152 of the Companies Act, 2013 and
the Articles of Association of the Company, Mr. K Rahul Raju
who is liable to retire by rotation and being eligible, offers
himself for re-appointment as Director of the Company, subject
to retirement by rotation.
Resignation of Director
During the year under review Mr. D Ranga Raju, Director of the
Company had vide letter dated February 01, 2017 resigned
from the office of director of the company.
The Board places on record the appreciations for the service
rendered by him during his tenure as Director of the Company.
Declaration by Independent Directors:
The Independent Directors have submitted their disclosure
to the Board that they fulfill all the requirements as to qualify
as an Independent Director under Section 149(6) of the
Companies Act, 2013, as well as SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel:
Manager:
The Board has re-appointed Mr K Soma Raju as Manager of
the company for a period of three years with effect from August
31, 2017, subject to the approval of members of the Company.
There are no changes in relation to Key Managerial Personnel
of the Company.
NAGARJUNA OIL REFINERY LIMITED
Meetings of the Board
The Board of Directors of your company, during the period
under review met Five times on May 28, 2016, August 06, 2016,
September 17, 2016, November 08, 2016 and February 09, 2017.
Remuneration and other particulars of the Directors/ Key Managerial
Personnel/ Employees.
The information relating to remuneration and other particulars
of the Directors/ Key Managerial Personnel/Employees as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 appears
as Annexure - II.
Personnel
In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess
of the limits set out in the said rules appears as Annexure -
III.
Committees
Audit Committee:
In compliance with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Erstwhile Listing Agreement) the company had constituted
an Audit Committee consisting of qualified and experienced
members from various fields. The Committee consists of three
Independent Directors and one non-executive Director. The
Chairman of the Committee is Dr. N C B Nath, an Independent
Director. The Committee meets periodically to review the
internal audit report, quarterly Financial Results and Annual
Financial Statements and recommends its decisions to the
Board apart from taking action independently whenever
required. The Statutory Auditors and Company Secretary attend
the Audit Committee Meetings.
The Audit Committee comprises of
Dr. N C B Nath : Chairman - Independent Director
Mr. S R Ramakrishnan : Member - Independent Director
Ms. Lalitha Raghuram : Member - Independent Director
Mr. K S Raju : Member
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was
constituted in compliance with the provisions of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Erstwhile Listing Agreement).
The Company has adopted a Nomination and Remuneration
Policy for determining, inter-alia, qualifications, positive
attributes and independence of a Director, matters relating
to the remuneration, appointment, removal and evaluation
4
NAGARJUNA OIL REFINERY LIMITED
of performance of the Directors, Key Managerial Personnel,
Senior Management and other employees.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee was constituted
in compliance with the provisions of the Companies Act, 2013
and Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Erstwhile Listing
Agreement).
C. DISCLOSURES
Company Policy Matters
Your company's endeavor has always been to maintain
transparency and accountability to its stakeholders. In this
direction, various policies mentioned in the Corporate
Governance Report have been implemented to enable the
stakeholders to appreciate the various interventions the
company has taken.
The implementation of these policies are reviewed
periodically by the Board of Directors and updated regularly.
Risk Management Policy:
The Board has put in place the Risk Management Policy for
the company to address various risks impacting the company.
The company has setup an Enterprise Risk Management
System to manage and mitigate risks.
Policy on Board Evaluation
The Policy on Board Evaluation was adopted with effect from
November 10, 2014, by the Board of Directors in compliance of
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The purpose of the policy is to assess the effectiveness of the
Board as a whole, Committees of the Board and Individual
Directors (Independent and Non-Independent) on regular
basis and to take necessary steps for improving the
effectiveness of the Board.
The Nomination and Remuneration Committee has devised
the methodology, identified sample tools for evaluation and
also laid down the parameters for evaluation of Non-Executive
Directors, Independent Directors, Chairman, Board of Directors
and Committees of the Board.
The Nomination and Remuneration Committee, have based
on the responses received from Directors, evaluated the
Directors, conveyed the opinion of the Committee to the
Directors, Committees and the Board.
In view of the evaluation not linked to payment of
remuneration, the company has opted only for payment of
sitting fees, the evaluation has no financial implications on
the company.
Whistle Blower Policy/Vigil Mechanism
The company has formulated the policy on Whistle Blower/
Vigil Mechanism in compliance with Clause 49 of Erstwhile
Listing Agreement. The same is in conformity with the
Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 and Section 177(9) of the
Companies Act, 2013. The Policy aims to prohibit managerial
personnel from taking adverse personnel action against
employees disclosing in good faith, alleged wrongful conduct
on matters of public concern involving violation of any law,
mismanagement, misappropriation of public funds, among
others.
Employees aware of any alleged wrongful conduct are
encouraged to make a disclosure to the Audit Committee.
No personnel of the company were denied access to the Audit
Committee.
Corporate Social Responsibility
The provisions relating to Corporate Social Responsibility
does not apply to the Company.
Corporate Governance
Your company firmly believes that building a culture of
compliance is more than meeting regulations and standards.
Your company is always proactive in meeting mandated
standards and practicing Corporate Governance in spirit and
not just the letter of the law.
As mandated by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a report on Corporate
Governance along with a Certificate from Practicing Company
Secretary on the compliance of conditions of Corporate
Governance is annexed hereto. Your company is happy to
inform you that there were no adverse remarks/qualifications/
reservations raised in the Corporate Governance Report.
Related Party Transactions
There are no contracts or arrangements entered into by the
company with related parties in accordance with the
provisions of Section 188(1) of the Companies Act, 2013, other
than the transaction entered into with Nagarjuna Fertilizers
and Chemicals Limited pursuant to the order of the
jurisdictional High Courts in relation to the Composite Scheme
of Arrangement and Amalgamation between Ikisan Limited,
Kakinada Fertilizers Limited, Nagarjuna Fertilizers and
Chemicals Limited and Nagarjuna Oil Refinery Limited.
The Policy on Related Party Transactions appears on the
website of the Company at www.norl.co.in.
Particulars of Loans, Guarantees or Investments
The company has not provided any loans, guarantees or made
investments pursuant to Section 186 of the Companies Act,
2013 other than executing a Sponsored Undertaking in favor
of the lenders of Nagarjuna Oil Corporation Limited.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
In relation to the information required to be furnished under
the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the company is not undertaking any manufacturing
activity and accordingly there is no information available
pertaining to Conservation of Energy and Technology
Absorption. There is no Foreign Exchange Earnings and Outgo.
Extract of Annual Return
The Extract of the Annual Return for the year ended March 31,
2017 appears as Annexure- IV to this report.
5

Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's
operations in future
There were no orders passed by Regulators or Courts or
Tribunals impacting the going concern status and future
business operations of the Company.
Adequacy of Internal Financial Controls
The Company has established and is maintaining internal
controls and procedures based on the internal control over
financial reporting criteria established by the Company.
The Board of Directors have evaluated the effectiveness of
the Company's internal financial controls and procedures and
confirm that they are adequate in all material respects based
on the size and the nature of its business and such internal
financial controls over financial reporting were operating
effectively as at March 31, 2017.
Deposits
The Company has not accepted any deposits within the
purview of the Companies Act, 2013 and the Rules made there
under during the Financial Year 2016-17.
AUDITORS AND AUDIT REPORT
Statutory Auditors
M/s. M Bhaskara Rao & Co., Chartered Accountants (Firm
Registration No-000459S), Hyderabad, were appointed as the
Statutory Auditors' for a term of five (5) years commencing
from the conclusion of the 4th Annual General Meeting up to
the conclusion of the 9th Annual General Meeting subject to
ratification by the members of the company every year at the
Annual General Meeting.
M/s. M Bhaskara Rao & Co have signified their willingness to
accept ratification of appointment and have further confirmed
their eligibility under Section 141 of the Companies Act, 2013.
The company's Statutory Auditors have also furnished a
certificate from the Peer Review Board of the ICAI confirming
that they have undergone the process of peer review.
The Board of Directors in accordance with the provisions of
Section 139 of the Companies Act, 2013 and Rules made
thereunder commend the ratification of the appointment of
Statutory Auditors for the Financial Year 2017-18 for
consideration of the members.
Statutory Audit Report
There are no adverse comments in the Report of the Statutory
Auditors' of the Company.
Secretarial Auditor
The Board of Directors have appointed Mr. C S S Krishna,
Partner, M/s KBG Associates, Company Secretaries, Hyderabad
as the Secretarial Auditor of the Company to undertake
Secretarial Audit for the Financial Year 2017-18.
Secretarial Audit Report
The Secretarial Audit Report for the Financial Year 2016-17
appears as Annexure - V to this Report. There are no
qualifications or adverse remarks in the report.
Internal Audit
The Company has a well established system of Internal Audit
which carries out audit on Risk Management framework
covering all the functions.
NAGARJUNA OIL REFINERY LIMITED
An Internal Auditor of the company has been appointed by
the Board of Directors, in compliance with the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
D. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act,
2013, the Board of Directors of the Company hereby report:-
(a) in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with
proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit and loss
of the company for that period;
(c) the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a
going concern basis; and
(e) the Directors, in the case of a listed company, had laid
down internal financial controls to be followed by the
company and that such internal financial controls are
adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude to the
Government of India, the financial institutions and Company's
bankers for their assistance and cooperation.
Further, the company places on record its sincere appreciation
for the continuing support and unstinting efforts of investors,
associates and all stakeholders.
By Order of the Board
Hyderabad K S Raju
November 08, 2017 Chairman
6
NAGARJUNA OIL REFINERY LIMITED

ANNEXURES TO DIRECTORS’ REPORT Annexure - II

Particulars of Remuneration of Directors / Key Managerial Personnel /
Annexure – I Employees
Statement containing salient features of the financial statement of (Pursuant to Sec.197(12) of the Companies Act, 2013 read with Rule 5(1) of
Subsidiaries/ Associate Companies/ Joint Ventures Companies (Appointment and Remuneration of Managerial Personnel) Rules,
Form AOC-I 2014).
(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies 1. The ratio of the remuneration of each director to the median
Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014) remuneration of the employees of the company for the Financial Year
Part “A”: Subsidiaries 2016-17 - Not applicable as there is no Executive Director on the Board
of the company.
Particulars Subsidiary Step down
Subsidiary 2. The Percentage increase in remuneration of Manager, Chief Financial
Officer, Company Secretary in the financial year 2016-17
Reporting period for the subsidiary - - S. Name Designation 2015-16 2016-17 Percentage
concerned, if different from the
No. Increase
holding company’s reporting period
of salary
Reporting currency and Exchange - -
rate as on the last date of the 1. K Soma Raju Manager 122333 143667 17.44%
relevant Financial year in the 2. A Sudhakara Rao CFO 3636759 4888493 34.42%
case of foreign subsidiaries 3. Ankita Mathur Company 1051101 1084911 3.22%
Share capital - - Secretary
Reserves & surplus - -
Total assets - - 3. The percentage increase in the median remuneration of employees in
Total Liabilities - - the Financial Year 2016-17
Investments - - Particulars Percentage Increase of Median salary
Turnover - - Median Salary 121.21%
Profit/(Loss) before taxation - - 4. The number of permanent employees on the rolls of the company.
Provision for taxation - -
Particulars 2015 - 16 2016 - 17
Profit after taxation - -
Proposed Dividend - - No of Employees 5 5
% of shareholding - - 5. The explanation on the relationship between average increase in
remuneration and Company Performance - Not applicable as the
Part “B”: Associates and Joint Ventures company is not undertaking any commercial activity
Statement pursuant to Section 129 (3) of the Companies Act, 2013 6. Comparison of the remuneration of the Key Managerial Personnel
related to Associate Companies and Joint Ventures against performance of the company - Not applicable as the company
Particulars Nagarjuna Oil Corporation is not undertaking any commercial activity
Limited (NOCL) 7. Variations in the Market Capitalisation of the company, Price Earnings
1. Latest audited Balance Sheet Date - Ratio as at the closing date of the current financial year and previous
financial year and percentage increase over decrease in the market
2. Shares of Associate/Joint Ventures 77,62,20,000 quotations of the shares of the company in comparison to the rate at
held by the company on the year which the company came out with the last public offer in case of
end No. listed companies, and in case of unlisted companies , the variations in
Amount of Investment in Associates Rs.77622 Lakhs the net worth of the company as at the close of the Current Financial
/Joint Venture Year and Previous Financial Year - Not applicable as the company is
not undertaking any commercial activity
Extent of Holding % 46.78%
8. Average Percentile increase already made in the salaries of employees
3. Description of how there is By virue of shareholding
other than the managerial personnel in the last financial year and its
significant influence comparison with the percentile increase in the managerial
4. Reason why the Associate/Joint - remuneration and justification thereof and point out if there are any
Venture is not consolidated exceptional circumstances for increase in the managerial
5. Net worth attributable to Share - remuneration – 12.57% for employees except Manager and no
holding as per latest audited remuneration is paid to Directors.
Balance Sheet 9. The key parameters for any variable component of remuneration
6. Profit / Loss for the year - availed by the Directors – There is no variable component of
remuneration paid to Directors.
Considered in Consolidation -
10. The ratio of the remuneration of the highest paid director to that of
Not Considered in Consolidation - the employees who are not directors, but receive remuneration in
Note : The Company has not received the audited annual account of NOCL for the year ended excess of the highest paid director during the year 2016-17 - Not
March 31, 2017. Hence the Company could not provide the financial information for the same. applicable as there are no Executive Directors on the Board.
By Order of the Board 11. Affirmation that the remuneration is as per the remuneration policy
Hyderabad K S Raju of the company – The Remuneration paid is as per the remuneration
November 08, 2017 Chairman policy of the company.

7
 NAGARJUNA OIL REFINERY LIMITED

Annexure - III
Statement of particulars of employees (pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
S. Name Designation Remuneration Nature of Qualifi- Years of Date of Age Last Percentage Relation
No. Received Employment cations Experience Commence- employment of equity with
ment of held by share Director
Employment employee held or
before joining Manager
1 Mr. Sudhakar Vice-President 7672382 Contractual B.Com., 43 01.04.2011 66 Executive None None
Kudva Corporate (Hons), Director,
Affairs F.C.A Arcelar Mittal-
Algeria
Annexure – IV
EXTRACT OF ANNUAL RETURN
Form No. MGT-9 as on the financial year ended on March 31, 2017
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN L23200AP2010PLC071242
Registration Date November 16, 2010
Name of the Company Nagarjuna Oil Refinery Limited
Category / Sub-Category of the Company Public Company Limited by Shares
Address of the Registered office and contact details D.No. 8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad, Telangana-500 082
Whether listed company Yes
Name, Address and Contact details of Registrar and XL Softech Systems Limited,Plot No. 3, Sagar Society, Road No.2, Banjara
Transfer Agent, if any Hills, Hyderabad, Telangana - 500 034
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. Name and Description of main NIC Code of the % to total turnover
No. products / services Product/ service of the company
1. Promoting, conceiving, planning, coordinating, executing and NA NIL
monitoring setting up of business relating to extraction of oil

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable

No. Subsidiary/ held Section
Associate
1. Nagarjuna Oil Corporation Limited U30006TN1991PLC020837 Associate 46.78% Sec 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Category of Shareholders during the
Demat Physical Total % of Demat Physical Total % of
Total Total year
Shares Shares
A. Promoters
(1) Indian
a) Individual / HUF - - - - - - - - -
b) Central Govt. - - - - - - - - -
c) State Govt. 1,94,79,990 - 1,94,79,990 4.55% 1,94,79,990 - 1,94,79,990 4.55% 0.00%
d) Bodies Corporate 13,02,39,652 - 13,02,39,652 30.42% 13,02,39,652 - 13,02,39,652 30.42% 0.00%
e) Banks / FI - - - - - - - - -
f) Any Other … 1,00,00,000 - 1,00,00,000 2.34% 1,00,00,000 - 1,00,00,000 2.34% 0.00%
(Co-op Society)
Sub-total (A) (1):- 15,97,19,642 - 15,97,19,642 37.30% 15,97,19,642 - 15,97,19,642 37.30% 0.00%

8
NAGARJUNA OIL REFINERY LIMITED

No. of Shares held at the beginning No. of Shares held at the end of the year % Change
Category of Shareholders of the year during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other – Individuals - - - - - - - - -
c) Bodies Corporate 40,00,000 - 40,00,000 0.93% 40,00,000 - 40,00,000 0.93% 0.00%
d) Banks / FI - - - - - - - - -
e) Any Other …. 80,00,000 - 80,00,000 1.87% 80,00,000 - 80,00,000 1.87% 0.00%
NRI based Company
Sub-total (A) (2):- 1,20,00,000 - 1,20,00,000 2.80% 1,20,00,000 - 1,20,00,000 2.80% 0.00%
Total shareholding of
Promoter (A)=(A)(1)+(A)(2) 17,17,19,642 - 17,17,19,642 40.10% 17,17,19,642 - 17,17,19,642 40.10% 0.00%
B. Public Shareholding
1. Institutions
a) Mutual Funds 2,900 2,09,750 2,12,650 0.05% 2,900 2,09,750 2,12,650 0.05% 0.00%
b) Banks / FI 16,200 56,176 72,376 0.02% 39,200 56,176 95,376 0.02% 0.00%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 73,76,752 100 73,76,852 1.72% 73,76,752 100 73,76,852 1.72% 0.00%
g) FIIs 1,17,339 30,250 1,47,589 0.03% 97,339 30,250 1,27,589 0.03% 0.00%
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others - - - - - - - - -
Sub-total (B)(1):- 75,13,191 2,96,276 78,09,467 1.82% 75,16,191 2,96,276 78,12,467 1.82 0.00%
2. Non-Institutions
a) Bodies Corp.
i) Indian 4,47,28,654 3,29,472 4,50,58,126 10.52% 4,50,68,373 3,25,522 4,53,93,895 10.60% 0.00%
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual share 12,24,52,296 3,68,66,640 15,93,18,936 37.21% 12,73,27,417 3,64,00,898 16,37,28,315 38.24% 0.01%
holders holding
nominal share
capital upto
Rs. 1 lakh
ii) Individual share 1,35,04,086 - 1,35,04,086 3.15% 87,59,126 - 87,59,126 2.05% -0.01%
holders holding
nominal share
capital in excess of
Rs. 1 lakh
c) Others
NRI 53,85,197 8,90,040 62,75,237 1.47% 54,15,409 8,67,840 62,83,249 1.47% 0.00%
Trusts 2,43,76,552 1,19,475 2,44,96,027 5.72% 2,43,65,552 1,19,275 2,44,84,827 5.72% 0.00%
Foreign National 300 - 300 0.00% 300 - 300 0.00% 0.00%
Sub-total (B)(2):- 21,04,47,085 3,82,05,627 24,86,52,712 58.07% 21,09,36,177 3,77,13,535 24,86,49,712 58.07% 0.00%
Total Public Shareholding
(B)=(B)(1)+ (B)(2) 21,79,60,276 3,85,01,903 25,64,62,179 59.90% 21,84,52,368 3,80,09,811 25,64,62,179 59.90 0.00%
C. Shares held by Custodian for
GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 38,96,79,918 3,85,01,903 42,81,81,821 100.00% 39,01,72,010 3,80,09,811 42,81,81,821 100 0.00%

9
 NAGARJUNA OIL REFINERY LIMITED

ii) Shareholding of Promoters

Sl. Share holders Shareholding at the Share holding at the % Change

No. Name beginning of the year end of the year during the
% of total % of Shares % of total % of Shares year
No. of No. of
Shares of Pledged / Shares of Pledged /
Shares Shares
the encumbered the encumbered
Company to total Company to total
shares shares
Core- Promoter
1. Amlika Mercantile Private Limited 130239652 30.42%* 24.70% 130239652 30.42%* 24.70% 0.00%
Co- Promoter
2. Fireseed Limited 8000000 1.87% - 8000000 1.87% - 0.00%
3. Governor of Andhra Pradesh 19479990 4.55% - 19479990 4.55% - 0.00%
4. KRIBHCO 10000000 2.34% - 10000000 2.34% - 0.00%
5. Saipem SPA 4000000 0.93% - 4000000 0.93% - 0.00%
Total 171719642 40.10% 24.70% 171719642 40.10% 24.70% 0.00%
*Notes
1. Amlika Mercantile Private Limited (Amlika) is the Core Promoter of the company consequent to the disclosures received from
Amlika, that a Scheme of Amalgamation between Nagarjuna Corporation Limited (NCL) and Amlika was approved by the Hon'ble
High Court of Bombay at Mumbai on May 2, 2014 and the Scheme was made effective on June 19, 2014 in terms of which the equity
shares held by NCL in NORL were vested in Amlika
2. NCL had vide letter dated November 11, 2012 informing that a Composite Schème of Arrangement and Amalgamation between
Nagarjuna Corporation Limited (NCL), Nagarjuna Management Services Private Limited (NMS), Nagarjuna Holdings Private Limited
(NHPL), Baron Properties Private Limited (BPPL), White Stream Properties Private Limited (WSPPL) and Growth Stream Properties
Private Limited (GSPPL) and their respective shareholders was approved by the Hon'ble High Court of Bombay at Mumbai on
September 14, 2012. The Scheme was made effective on November 9, 2012 and necessary disclosures and reports were filed with
BSE, NSE and SEBI. Pursuant to the scheme NMS, NHPL, BPPL and WSPPL were merged into NCL. The equity shares held by these
companies shall be transferred to NCL after temporary lift of pledge by the banks to whom they are pledged and shall be pledged
back again by NCL.
3. Accordingly all the shares mentioned above in points 1 and 2 and the shares held by NCL shall vest in Amlika pursuant
to the Scheme of which certain shares have been transfered to Amlika and the same shall be the Promoter with effect
from June 19, 2014.
(iii) Change in Promoters’ Shareholding
Shareholding at the beginning Cumulative shareholding
Sl. of the year during the year
No. Name
% of total % of total
No. of No. of
shares of the shares of the
shares shares
Company Company
At the beginning of the year
- - - -
At the end of the year
- - - -

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NAGARJUNA OIL REFINERY LIMITED

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

Shareholding at the Cumulative shareholding

Sl. beginning of the year during the year
No. For Each of the Top 10 Shareholders
% of total % of total
No. of No. of
shares of the shares of the
shares shares
Company Company
At the beginning of the year
1. Zuari Global Limited 29334310 6.85% 29334310 6.85%
Sold 19513000 shares between 27.03.2017 and 31.03.2017 9821310 2.29%
2. NFCL Employees Welfare Trust 24356052 5.69% 24356052 5.69%
3. Life Insurance Corporation of India 5373875 1.26% 5373875 1.26%
4. Lok Prakashan Ltd. 2440784 0.57% 2440784 0.57%
5. Profitex Shares and Securities Private Limited 1200000 0.28% 1200000 0.28%
6. United India Insurance Company Linited 1193808 0.28% 1193808 0.28%
7. Anil Kumar Varshney 1120606 0.26% 1120606 0.26%
Acquired 30870 shares between 16.05.2016 and 20.05.2016 1151476 0.27%
Acquired 448524 shares between 23.05.2016 and 27.05.2016 1600000 0.37%
Acquired 204057 shares between 06.06.2016 and 10.06.2016 1804057 0.42%
Acquired 456569 shares between 13.06.2016 and 17.06.2016 2260626 0.53%
Acquired 327000 shares between 04.07.2016 and 08.07.2016 2587626 0.60%
Acquired 36081 shares between 11.07.2016 and 15.07.2016 2623707 0.61%
Sold 80000 shares between 26.09.2016 and 30.09.2016 2543707 0.59%
Acquired 4176 shares between 03.10.2016 and 07.10.2016 2547883 0.60%
Acquired 1439 shares between 10.10.2016 and 14.10.2016 2549322 0.60%
Acquired 58385 shares between 17.10.2016 and 21.10.2016 2607707 0.61%
Acquired 189467 shares between 24.10.2016 and 28.10.2016 2797174 0.65%
Acquired 1033 shares between 31.10.2016 and 04.11.2016 2798207 0.65%
Acquired 2554 shares between 07.11.2016 and 11.11.2016 2800761 0.65%
Acquired 27446 shares between 14.11.2016 and 18.11.2016 2828207 0.66%
Sold 99207 shares between 28.11.2016 and 02.12.2016 2729000 0.64%
Sold 139490 shares between 05.12.2016 and 09.12.2016 2589510 0.60%
Sold 251371 shares between 12.12.2016 and 16.12.2016 2338139 0.55%
Sold 30000 shares between 19.12.2016 and 19.12.2016 2308139 0.54%
Sold 283477 shares between 20.12.2016 and 23.12.2016 2024662 0.47%
Acquired 50000 shares between 26.12.2016 and 30.12.2016 2074662 0.48%
Acquired 101297 shares between 02.01.2017 and 06.01.2017 2175959 0.51%
Acquired 19086 shares between 16.01.2017 and 20.01.2017 2195045 0.51%
Sold 153200 shares between 06.02.2017 and 10.02.2017 2041845 0.48%
Sold 908815 shares between 13.02.2017 and 17.02.2017 1133030 0.26%
Sold 652900 shares between 20.02.2017 and 24.02.2017 480130 0.11%
Sold 37156 shares between 27.02.2017 and 03.03.2017 442974 0.10%
Sold 415668 shares between 06.03.2017 and 10.03.2017 27306 0.01%
8 Karvy Stock Broking Ltd 897296 0.21% 897296 0.21%
Sold 7654 shares between 04.04.2016 and 08.04.2016 889642 0.21%
Acquired 12559 shares between 11.04.2016 and 15.04.2016 902201 0.21%
Acquired 609 shares between 18.04.2016 and 22.04.2016 902810 0.21%
Sold 4031 shares between 25.04.2016 and 29.04.2016 898779 0.21%
Sold 246 shares between 02.05.2016 and 06.05.2016 898533 0.21%
Sold 12054 shares between 09.05.2016 and 13.05.2016 886479 0.21%
Sold 3088 shares between 16.05.2016 and 20.05.2016 883391 0.21%
Acquired 9007 shares between 23.05.2016 and 27.05.2016 892398 0.21%
Acquired 7963 shares between 30.05.2016 and 03.06.2016 900361 0.21%
Sold 51625 shares between 06.06.2016 and 10.06.2016 848736 0.20%
Acquired 101021 shares between 13.06.2016 and 17.06.2016 949757 0.22%
Acquired 2796 shares between 20.06.2016 and 24.06.2016 952553 0.22%

11
 NAGARJUNA OIL REFINERY LIMITED

Acquired 24318 shares between 27.06.2016 and 30.06.2016 976871 0.23%

Acquired 30260 shares between 01.07.2016 and 01.07.2016 1007131 0.24%
Sold 50708 shares between 04.07.2016 and 08.07.2016 956423 0.22%
Sold 17171 shares between 11.07.2016 and 15.07.2016 939252 0.22%
Acquired 9035 shares between 18.07.2016 and 22.07.2016 948287 0.22%
Acquired 76316 shares between 25.07.2016 and 29.07.2016 1024603 0.24%
Acquired 158031 shares between 01.08.2016 and 05.08.2016 1182634 0.28%
Acquired 63072 shares between 08.08.2016 and 12.08.2016 1245706 0.29%
Acquired 73718 shares between 16.08.2016 and 19.08.2016 1319424 0.31%
Sold 7572 shares between 22.08.2016 and 26.08.2016 1311852 0.31%
Acquired 673 shares between 29.08.2016 and 02.09.2016 1312525 0.31%
Acquired 139 shares between 05.09.2016 and 09.09.2016 1312664 0.31%
Acquired 6538 shares between 12.09.2016 and 16.09.2016 1319202 0.31%
Acquired 36324 shares between 19.09.2016 and 23.09.2016 1355526 0.32%
Acquired 1686 shares between 26.09.2016 and 30.09.2016 1357212 0.32%
Sold 7646 shares between 03.10.2016 and 07.10.2016 1349566 0.32%
Acquired 21032 shares between 10.10.2016 and 14.10.2016 1370598 0.32%
Acquired 114774 shares between 17.10.2016 and 21.10.2016 1485372 0.35%
Acquired 58767 shares between 24.10.2016 and 28.10.2016 1544139 0.36%
Sold 27198 shares between 31.10.2016 and 04.11.2016 1516941 0.35%
Sold 18238 shares between 07.11.2016 and 11.11.2016 1498703 0.35%
Acquired 11647 shares between 14.11.2016 and 18.11.2016 1510350 0.35%
Sold 609 shares between 21.11.2016 and 25.11.2016 1509741 0.35%
Acquired 15844 shares between 28.11.2016 and 02.12.2016 1525585 0.36%
Acquired 9271 shares between 05.12.2016 and 09.12.2016 1534856 0.36%
Acquired 44406 shares between 12.12.2016 and 16.12.2016 1579262 0.37%
Acquired 6950 shares between 19.12.2016 and 19.12.2016 1586212 0.37%
Acquired 2928 shares between 20.12.2016 and 23.12.2016 1589140 0.37%
Sold 12848 shares between 26.12.2016 and 30.12.2016 1576292 0.37%
Acquired 26120 shares between 02.01.2017 and 06.01.2017 1602412 0.37%
Acquired 33477 shares between 09.01.2017 and 13.01.2017 1635889 0.38%
Sold 11600 shares between 16.01.2017 and 20.01.2017 1624289 0.38%
Sold 12177 shares between 23.01.2017 and 27.01.2017 1612112 0.38%
Acquired 3140 shares between 30.01.2017 and 03.02.2017 1615252 0.38%
Sold 12628 shares between 06.02.2017 and 10.02.2017 1602624 0.37%
Acquired 7208 shares between 13.02.2017 and 17.02.2017 1609832 0.38%
Acquired 484 shares between 20.02.2017 and 24.02.2017 1610316 0.38%
Acquired 16445 shares between 27.02.2017 and 03.03.2017 1626761 0.38%
Sold 16296 shares between 06.03.2017 and 10.03.2017 1610465 0.38%
Acquired 2824 shares between 13.03.2017 and 17.03.2017 1613289 0.38%
Sold 5932 shares between 20.03.2017 and 24.03.2017 1607357 0.38%
Acquired 4718 shares between 27.03.2017 and 31.03.2017 - - 1612075 0.38%
9. John Dsouza 871808 0.20% 871808 0.20%
Acquired 22000 shares between 04.04.2016 and 08.04.2016 893808 0.21%
Acquired 4192 shares between 11.04.2016 and 15.04.2016 898000 0.21%
Acquired 11800 shares between 20.12.2016 and 23.12.2016 909800 0.21%
Acquired 91578 shares between 26.12.2016 and 31.12.2016 1001378 0.23%
10. Sadhana Gupta 563323 0.13% 563323 0.13%
Acquired 14000 shares between 20.06.2016 and 24.06.2016 577323 0.13%
sold 516510 shares between 11.07.2016 and 15.07.2016 60813 0.01%
Sold 60813 shares between 18.07.2016 and 22.07.2016 0 0.00%
Acquired 23356 shares between 10.10.2016 and 14.10.2016 23356 0.01%
Acquired 17854 shares between 17.10.2016 and 21.10.2016 41210 0.01%
Acquired 1329 shares between 24.10.2016 and 28.10.2016 42539 0.01%
Acquired 6017 shares between 07.11.2016 and 11.11.2016 48556 0.01%
Acquired 2044 shares between 14.11.2016 and 18.11.2016 50600 0.01%
Sold 50600 shares between 21.11.2016 and 25.11.2016 0 0.00%

12
NAGARJUNA OIL REFINERY LIMITED

At the End of the year

(or on the date of separation, if separated during the year)
1. Zuari Global Limited 9821310 2.29% 9821310 2.29%
2. NFCL Employee Welfare Trust 24356052 5.69% 24356052 5.69%
3. Life Insurance Corporation of India 5373875 1.26% 5373875 1.26%
4. Lok Prakashan Ltd. 2440784 0.57% 2440784 0.57%
5. Profitex Shares and Securities Private Limited 1200000 0.28% 1200000 0.28%
6. United India Insurance Company Ltd 1193808 0.28% 1193808 0.28%
7. Anil Kumar Varshney 27306 0.01% 27306 0.01%
8. Karvy Stock Broking Ltd 1612075 0.38% 1612075 0.38%
9. John DSouza 1001378 0.23% 1001378 0.23%
10. Sadhana Gupta 0 0.00% 0 0.00%

(v) Shareholding of Directors and Key Managerial Personnel:

Particulars Shareholding at the Cumulative Shareholding
For Each of the Directors and KMP beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the Company the Company
At the beginning of the year - - - -
Date wise Increase / Decrease in Share holding during the year
specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus / sweat): - - - -
At the End of the year - - - -

(vi) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment ` In Lakhs)
(`
Secured Loans Unsecured Deposits Total
Particulars excluding Loans Indebted-
deposits ness
Indebtedness at the beginning of the financial year
i) Principal Amount - 100.00 - -
ii) Interest due but not paid - 10.27 - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 110.27 - -
Change in Indebtedness during the financial year
· Addition - 12.00 - -
· Reduction - 1.18 - -
Net Change 10.82
Indebtedness at the end of the financial year
i) Principal Amount - 100.00 - -
ii) Interest due but not paid - 21.09 - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 121.09 - -

13
 NAGARJUNA OIL REFINERY LIMITED

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: `)
(`
Sl.No. Particulars of Remuneration K Soma Raju, Manager Total Amount
1. Gross salary (per annum)
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,43,667 1,43,667
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission
- as % of profit
- others, specify - -
5. Others, please specify - -
Total (A) 1,43,667 1,43,667
Ceiling as per the Act - -
B. Remuneration to Other Directors: `)
(`
Sl. Total
Particulars of Remuneration Name of Directors
No. Amount
1. Independent Directors Dr. NCB Nath Mr. S R Rama Mr. D Ranga Ms. Lalitha
krishnan Raju Raghurram
Fee for attending board / 20,000 25,000 - 15,000 60,000
committee meetings
Commission - - - -
Others, please specify - - - -
Total (1) 20,000 25,000 - 15,000 60,000
2. Other Non-Executive Directors Mr. K S Raju Mr.K Rahul Mr. Chandra
Raju Pal Singh Yadav
Fee for attending board / 25,000 25,000 20,000 70,000
committee meetings
Commission - - - -
Others, please specify - - - -
Total (2) 25,000 25,000 20,000 - 70,000
Total (B)=(1+2) 45,000 50,000 20,000 15,000 1,30,000
Total Managerial Remuneration
Overall Ceiling as per the Act
C. Remuneration To Key Managerial Personnel Other Than MD/ Manager/ WTD `)
(`
Sl.No. Particulars of Remuneration Key Managerial Personnel Total
CEO Company CFO
Secretary
1. Gross salary
(a) Salary as per provisions contained in section 17(1) - 1084911 4888493 5973404
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 - - - -
(c) Profits in lieu of salary under section 17(3)
of the Income-tax Act, 1961 - - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission
- as % of profit
-others,specify - - - -
5. Others,
please specify - - - -
Total - 1084911 4888493 5973404

14
NAGARJUNA OIL REFINERY LIMITED

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Section of Details of Penalty / Authority Appeal made,

Brief Punishment/
Type the Companies (RD / NCLT if any
Description Compounding fees
Act / COURT) (give Details)
imposed
A. COMPANY - - - - -
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS - - - - -
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT - - - - -
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
Annexure - V
Form No. MR-3 4. Foreign Exchange Management Act, 1999 and the Rules
and Regulations made thereunder to the extent of
Secretarial Audit Report
Foreign Direct Investment, Overseas Direct Investment
[Pursuant to Section 204(1) of the Companies Act, 2013 and
and External Commercial Borrowings;
Rule No. 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014] 5. The Reserve Bank of India Act, 1934 and the Rules made
thereunder;
To,
The Members 6. The following Regulations and Guidelines prescribed
Nagarjuna Oil Refinery Limited under the Securities and Exchange Board of India Act,
Nagarjuna Hills 1992 (‘SEBI Act’)
Punjagutta,
Hyderabad, Telangana – 500 082 (a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
We have conducted the Secretarial Audit of the compliance Regulations, 2011;
of applicable statutory provisions and the adherence to good
(b) The Securities and Exchange Board of India
corporate practices by Nagarjuna Oil Refinery Limited
(Prohibition of Insider Trading) Regulations, 1992;
(hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis (c) The Securities and Exchange Board of India (Issue
for evaluating the corporate conducts/statutory compliances of Capital and Disclosure Requirements)
and expressing our opinion thereon. Regulations, 2009;

Based on our verification of the books, papers, minute books,
forms and returns filed and other records maintained by the
Company and also the information provided by its officers,
agents and authorized representatives during the conduct
of secretarial audit; we hereby report that in our opinion,
the Company has, during the audit period ended on 31 st
March, 2017, complied with the statutory provisions listed
7.
hereunder and also that the Company has proper Board
processes and compliance mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:
1.
Sl.No. Particulars
A.
1. The Companies Act, 2013 (the Act) and the Rules made
thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the Rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder;
(d) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and
dealing with client;
(e) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998;
We have also examined compliance with the applicable
clauses of the following:i. Secretarial Standards
issued by The Institute of Company Secretaries of India.
Under the Companies Act, 2013
That based on our examination and verification of the
records produced to us and according to the information
and explanations given to us by the Company that the
Company has, in our opinion, complied with the
provisions of the Companies Act. 2013 (“the Act”) and
the Rules made under the Act and Memorandum, and
Articles of Association of the Company, inter alia with
regard to :

15

a . Maintenance of various statutory registers and
documents and making necessary entries therein;
b. Closure of Register of Members / Debenture holders;
c. Forms, returns, documents and resolutions
required to be filed with the Register of Companies
and the Central Government;
d. Service of documents by the company on its
members and Registrar of Companies.
e. Notices and minutes of the meetings of the
committees of directors;
f. The meetings of Board of Directors and Committees
of Directors (including passing of resolutions by
circulation) held on 28-05-2016, 06-08-2016, 17-09-
2016, 08-11-2016, and 09-02-2017;
g. The Annual General Meeting held on 26th December,
2016;
h. Minutes of proceedings of General Meetings and
of the Board and its Committee meetings;
i. Approvals of the Members, the Board of Directors,
the Committees of Directors wherever required;
j. Constitution of the Board of Directors /
Committee(s) of Directors, appointment, retirement
and reappointment of Directors
k Appointment and remuneration of Auditors.
l The Directors have not recommended any dividend
on the equity capital of the Company. Hence there
is no requirement to comply with the provisions
for Declaration and payment of dividends;
m Since the Company does not have any unpaid and
unclaimed dividend and there is no requirement
for, Transfer of amounts, as required under the Act,
to the Investor Education and Protection Fund and
uploading of details of unpaid and unclaimed
dividends on the websites of the Company and the
Ministry of Corporate Affairs is not necessary ;
n Borrowings and registration, modification and
satisfaction of charges wherever applicable;
o Investment of the Company’s funds including
investments and loans to others;
p Form of balance sheet as prescribed under Part I,
form of statement of profit and loss as prescribed
under Part II and General Instructions for
preparation of the same as prescribed in Schedule
III to the Act;
q Directors’ report;
r Contracts, common seal, registered office and
publication of name of the Company; and
B. Under the Companies Act, 2013, We further report that
i. The Board of Directors of the Company is duly
constituted with proper balance of, Non-Executive
NAGARJUNA OIL REFINERY LIMITED
Directors and Independent Directors. The changes
in the composition of the Board of Directors that
took place during the period under review were
carried out in compliance with the provisions of
the Act.
i i . Adequate notice is given to all directors to schedule
the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days in
advance, and a system exists for seeking and
obtaining further information and clarifications on
the agenda items before the meeting and for
meaningful participation at the meeting.
i i i . Majority decision is carried through while the
dissenting members’ views are captured and
recorded as part of the minutes
iv. There was no prosecution initiated and no fines or
penalties were imposed during the year under
review under the Act, SEBI Act, SCRA, Depositories
Act, and Rules, Regulations and Guidelines framed
under these Acts against / on the Company, its
Directors and Officers.
v. The Directors have complied with the disclosure
requirements in respect of their independence and
compliance with the Code of Business Conduct &
Ethics for Directors and Management Personnel;
2. Under the Securities Contracts (Regulation) Act, 1956, We
report that
The Company has complied with the requirements of
Securities Contracts (Regulation) Act, 1956 and the Rules
made under that Act.
3. Under the Depositories Act, 1996, we report that
The Company has complied with the provisions of the
Depositories Act, 1996 and the Byelaws framed
thereunder by the Depositories with regard to
dematerialization / rematerialisation of securities and
reconciliation of records of dematerialized securities
with all securities issued by the Company.
4. Under FEMA, 1999, we report that
The Company has complied with the provisions of the
FEMA, 1999 and the Rules and Regulations made under
that Act to the extent applicable.
5. Under Reserve Bank of India Act, 1934, we report that:
According to the information and explanations
furnished to us, the Company submitted its application
for registration under Section 45-IA of the Reserve Bank
of India Act 1934 which is pending clearance by Reserve
Bank of India
6. Under the SEBI Act, we report that
a . The Company has complied with the requirements
under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
16
NAGARJUNA OIL REFINERY LIMITED
b. The Company has complied with the provisions of
the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover)
Regulations, 2011 with regard to disclosures and
maintenance of records required under the
Regulations
c. The Company has complied with the provisions of
the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
with regard to disclosures and maintenance of
records required under the Regulations.
d. The Company is not required to comply with the
provisions of the Securities and Exchange Board of
India (Employee Stock Options Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999
with regard to implementation of’ Employees Stock
Option Scheme, Grant of Options and related
disclosures and other aspects as no such transaction
had arisen in this respect during the year under
review.
e. The Company is not required to comply with the
provisions of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations 2009 as there was no issue and no
allotment of convertible warrants on preferential
basis to entities in the Promoters Group
7. We report further that, the company has complied the
Secretarial Standards issued by The Institute of
Company Secretaries of India with regard to Meeting of
the Board Meeting (SS-1) and General Meeting (SS-2)
8. We further report that there are adequate systems and
processes in the company commensurate with the size
and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and
guidelines.
*Note: This report is to be read with our letter of even date
which is annexed as “ANNEXURE-A” and Forms an integral
part of this report.
For KBG Associates
Company Secretaries
(Srikrishna S Chintalapati)
Hyderabad Partner
May 26, 2017 CP # 6262
‘ANNEXURE-A’
To,
The Members,
Nagarjuna Oil Refinery Limited
Nagarjuna Hills, Punjagutta
Hyderabad – 500 082
Telangana
Our report for the even date to be read with the following
Letter;
Sl.No. Particulars
1. Maintenance of secretarial record is the responsibility
of the management of the company. Our responsibility
is to express an opinion on these secretarial records
based on our audit.
2. We have followed the audit practices and processes
as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial
records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices,
we followed provide a reasonable basis for our
opinion.
3. We have not verified the correctness and
appropriateness of financial records and Books of
Accounts of the company.
4. Where ever required, we have obtained the
Management representation about the compliance of
laws, rules and regulations and happening of events
etc.
5. The compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards
is the responsibility of management. Our examination
was limited to the verification of procedures on test
basis.
6. The Secretarial Audit report is neither an assurance as
to the future viability of the company nor of the efficacy
or effectiveness with which the management has
conducted the affairs of the company.
7. Pursuant to analysis made; we have been given to
understand that the scope of the audit is restricted to
a ) Companies Act, 2013
b) SEBI Act, 1992
c) The Depositories Act, 1996
d) Foreign Exchange Management Act, 1999
e ) Securities Contracts (Regulation) Act, 1956
f) Reserve Bank of India Act, 1934
For KBG Associates
Company Secretaries
(Srikrishna S Chintalapati)
Hyderabad Partner
May 26, 2017 CP # 6262
17

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2016 - 2017
(Annexure to the Directors' Report)
A. COMPANY'S PHILOSOPHY
At Nagarjuna, we believe in the philosophy of SERVING SOCIETY THROUGH
INDUSTRY, with the Nagarjuna culture being 'We live every moment of life
in harmony with nature to create value for ourselves, our stakeholders and
the society".
This philosophy is backed by principles of concern, commitment, ethics,
excellence and learning in all its acts and relationships with stakeholders,
customers, associates and community at large which has always propelled
the Group towards higher horizons.
We believe in the principles of trusteeship, fair play and transparency in all
our dealings. We endeavor to have a work culture, which is performance
driven and conducive to improving discipline, accountability, depth of
character, team spirit and honesty in all our personal and professional
relationships.
GOVERNANCE PHILOSOPHY
Your Company firmly believes that building a culture of compliance is more
than meeting regulations and standards. Your Company is always proactive
in meeting mandated standards and practicing Corporate Governance in
spirit and not just the letter of the Law.
Your Company's philosophy on Corporate Governance is based on following
principles:
i) Preserving core values and ethical business conduct.
ii) Commitment to maximizing shareholder value on a sustained basis.
iii) To enhance the efficacy of the Board and inculcate a culture of
transparency, accountability and integrity across the Company.
iv) Perceiving and mitigating the various risks that impact the Company.
v) Make timely and transparent disclosures.
vi) Legal and statutory compliances.
Your Company's contributory factor is self regulatory system of prompt
reporting, monitoring, certification and voluntary code of practice and
standards which improves management effectiveness, supervision and
accountability to stakeholders.
CORPORATE ETHICS
As a responsible corporate the Company consciously follows corporate ethics
in business and corporate interactions. The various Codes and Policies
adopted by the Company that determine its functioning are:
• Code of Conduct for Prevention of Insider Trading
• Policy on Corporate Governance
• Policy on Related Party Transactions
• Legal Compliance Policy
• Whistle Blower Policy
• Policy on Training for Board of Directors
• Policy on Induction of Directors
• Board Charter
• Policy on Board Evaluation
• Policy on Nomination and Remuneration
• Policy on Preservation and Archival of Documents
• Policy on Disclosure of Material Events
The effective implementation of these Codes/Policies underpins the
commitment to uphold highest principles of Corporate Governance
consistent with the Company's goal to enhance stakeholder value.
DATE OF REPORT
The information provided in the Corporate Governance Report is as on
March 31, 2017.
NAGARJUNA OIL REFINERY LIMITED
The report is updated as on the date of the report wherever applicable.
B. BOARD OF DIRECTORS
ROLE OF BOARD OF DIRECTORS
The Board has its own charter which sets out the role, structure,
responsibilities and operation of the Board.
The primary role of the Board is that of trusteeship to protect the interest
of Company, its stakeholders and enhance their value. As trustee, the Board
ensures that the Company has clear goals and policies for achievement
which are in alignment with the Vision and Mission of the Company.
The Board provides strategic direction, reviews corporate performance,
authorises and monitors strategic decisions, ensures regulatory compliances
and safeguards interest of stakeholders.
The Board is responsible for maintaining and nurturing high levels of
corporate governance in the Company.
PECUNIARY RELATIONSHIP
Non executive Directors/ Independent Directors are committed to
maintenance of high level of Corporate Governance and as such they do not
have any material pecuniary relationship with the Company except as stated
in the Corporate Governance Report.
COMPOSITION
The Board of Directors of the Company consists of an optimum combination
of Non Executive Directors and Independent Directors from eminent and
diverse fields including one woman director.
The composition of the Board is in conformity with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, which stipulates that not
less than fifty percent of the Board of Directors should comprise of
Independent Non Executive Directors.
The Board believes that the current size is appropriate based on the present
circumstances and periodically evaluates the need for change in composition
and size of the Board.
The table below shows the composition of the Board as on March 31, 2017.
CATEGORY NO. OF % OF TOTAL NO.
DIRECTORS OF DIRECTORS
Executive Directors 0 0
Non Executive Directors 3 50%
Independent Directors 3 50%
MANAGER
In compliance with the provisions of Section 196 of the Companies Act,
2013 Mr. K Soma Raju was re-appointed as 'Manager' of the Company
with effect from August 31, 2017 for a period of three years subject to the
approval of the members at the ensuing Annual General Meeting.
The remuneration of Mr. K Soma Raju as Manager will be in accordance
with the provisions o f Sections 196, 197 and Schedule V of the Companies
Act, 2013.
DIRECTORS ATTENDANCE AND DIRECTORSHIP HELD
None of the Directors of your Company are Directors on the Board of
more than 20 companies or 7 Listed Companies or 10 Board level
Committees or Chairman in more than 5 Committees, across all
companies in which they are Directors.
The following table gives the details of the Board and AGM attendance,
membership in Committees of Board of the Company and Directorships
and Committee positions held in other companies, for the year
2016 - 2017.
18
NAGARJUNA OIL REFINERY LIMITED

Attendance Particulars No. of Board, all the Committee

Memberships & Chairmanship (other
Board AGM than NORL) in Public, Pvt., Sec.8 of
Director DIN No. Committees of Board
Meetings held on Companies etc.
of NORL
Attended 26-12-
Board Board Committees
/ Held 2016
Chairman Director Chairman Director
INDEPENDENT DIRECTORS
Dr. N. C. B. Nath 00026509 5/5 Yes O Audit - 1 5 1
O Nomination & Remuneration
O Stakeholders Relationship
O Management
Mr. S. R. Ramakrishnan 00015839 5/5 Yes O Audit 1 2 2 7
O Nomination & Remuneration
O Management
Mr. D. Ranga Raju @ 00066546 0/5 No O Nomination & Remuneration 3 2 - 5
Ms. Lalitha Raghuram 07161344 3/5 Yes O Audit Committee - 1 - 1
NON EXECUTIVE DIRECTORS
Mr. K. Rahul Raju 00015990 5/5 No O Shares & Debentures - 4 - 6
O Banking
O Investment
O Management
O Stakeholders Relationship
Mr. K.S. Raju 00008177 5/5 Yes O Audit 4 8 10 6
O Management
O Shares & Debentures
O Banking
O Investment
O Stakeholders Relationship
Mr. Chandra Pal Singh Yadav 00023382 4/5 Yes NIL 7 8 3 1

@ Ceased to be a Director with effect from February 01, 2017.

BOARD MEETINGS AGENDA AND MINUTES
As a system Agenda, Notes on Agenda and information to Directors
are generally circulated to the Board members well in advance not
less than 7 days before the meeting of the Board of Directors. All
material information is incorporated in the agenda papers for
facilitating focused discussions at the meeting.
The Company is in compliance with Secretarial Standard - I and II
issued by the Institute of Company Secretaries of India.
The Board of Directors meet at least once in every quarter to review
the quarterly financial results, Audited Annual Accounts and
operations of your Company. Apart from this, Board Meetings are
convened by giving appropriate notice to address specific needs
and business requirements of the Company. Matters of urgent nature
are approved by the Board by passing resolutions through circulation.
The dates of the Board Meeting are decided as far as possible well in
advance and are communicated to the Directors to enable them to
schedule their meetings.
BOARD MEETINGS HELD DURING THE YEAR
The Board of Directors met Five times during the year on May 28,
2016, August 06, 2016, September 17, 2016, November 08, 2016, and
February 09, 2017.
Post-meeting follow-up system
The Company has a formal system of follow up, review and reporting
on actions taken by the management on the decisions of the Board
and Sub Committees of the Board. The Company presents a
comprehensive Action Taken Report of the previous meeting to the
Board of Directors at the ensuing Meeting of the Board of Directors.
INFORMATION TO THE BOARD
The Board has complete access to all information within the
Company. The following information is regularly provided to the
Board as part of the agenda papers.
• Monthly operations report and quarterly results of the Company.
• Annual operating plans, budgets, capital budgets, cash flow,
updates and all variances.
• Contracts in which Directors are deemed to be interested.
• Materially important show cause notices, demand, prosecutions
or other legal notices.
• Materially relevant default in financial obligations to and by the
Company.
• Significant labour problems and their proposed solutions and
other developments.
• Compliance of any regulatory, statutory nature or listing
requirements.
• Minutes of the meetings of the Board of Directors and
Committees of the Board of Directors.
• Status of subsidiary companies.
• Minutes of meetings of the Board of Directors of subsidiary
companies.
• Details of related party transactions.

19
 NAGARJUNA OIL REFINERY LIMITED

• Quarterly compliance report in accordance with the Remuneration Committee of the Board is responsible for the
erstwhile Listing Agreement and Regulation 27 of SEBI evaluation of the Board, Committee and Directors.
(Listing Obligations and Disclosure Requirements) REMUNERATION TO NON-EXECUTIVE DIRECTORS/ INDEPENDENT
Regulations, 2015 and any non compliance. DIRECTORS:
• Report on risk assessment and minimization procedures. The Non-Executive Directors of the company, whether
• Information on recruitment and remuneration of senior Independent or Non-Independent, are paid sitting fees for
managerial personnel below the Board level. attending the meetings of the Board of Directors / Committees
• Fatal or serious accidents, dangerous occurrences, any material of Board of Directors which is within the limits prescribed
effluent or pollution problems. under the Companies Act, 2013 and the company has not paid
• Issues which involves possible public or product liability claims any other fee or compensation to the Non-Executive directors.
of substantial nature, including any judgment or order which The table below shows the details of remuneration paid to
may have passed strictures on the conduct of the Company or Non-Executive / Independent Directors of the company during
taken an adverse view regarding another enterprise that can the financial year 2016 - 2017.
have negative implications on the company. Name of the Director Sitting Fees paid for
• Significant sale of investments, subsidiaries, assets, which are attending meetings of the
not in the normal course of business. Board of Directors /
• Details of any joint ventures or collaboration agreements. Committees of Directors*
• Transactions that involve substantial payment towards goodwill, INDEPENDENT & NON-EXECUTIVE
brand equity or intellectual property. Dr N C B Nath 18,000
• Quarterly details of foreign exchange exposures and the steps Mr. S R Ramakrishnan 22,500
taken by the management to limit the risks of adverse exchange
Mr. D Ranga Raju -
rate movement, if material.
Ms. Lalitha Raghuram 13,500
REVIEW OF LEGAL COMPLIANCE REPORTS
The Board periodically reviews during the year the compliance NON-EXECUTIVE
reports in respect of the various statutory enactments applicable to Mr. K S Raju 22,500
the company. Mr. K Rahul Raju 22,500
REMUNERATION TO DIRECTORS Mr. Chandra Pal Singh Yadav 18,000
The Company has adopted a Nomination and Remuneration Policy *Excludes TDS & Service Tax
in compliance of Section 178 of the Companies Act, 2013 and the
REMUNERATION TO MANAGER
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy acts as a guideline for determining, inter-alia, The details of Compensation of the Manager is :
qualifications, positive attributes and independence of a director, Salary - Rs.10,000/- p.m.
matters relating to the remuneration, appointment, removal and Perquisites - as per rules of the company.
evaluation of performance of the Directors, Key Managerial
Personnel, Senior Management and other employees. APPOINTMENT OF THE DIRECTORS
The Company has adopted a Policy on Board Evaluation in compliance NON-EXECUTIVE DIRECTORS
of Companies Act, 2013 and the SEBI (Listing Obligations and In accordance with the Articles of Association of the company, one
Disclosure Requirements) Regulations, 2015. The purpose of the third of the Directors are liable to retire every year and if eligible,
policy is to assess the effectiveness of the Board as a whole, offer themselves for re-appointment at every Annual General
Committees of Board and Individual Directors (Independent and Non- Meeting.
Independent) on regular basis and to take necessary steps for Mr. K Rahul Raju, Director of the company is liable to retire by rotation
improving the effectiveness of the Board. The Nomination and and being eligible offers himself for re-appointment as Director,
liable to retire by rotation.
The table below lists the Directors being appointed.
Non - Executive Directors
Name of the Date of Birth Last Qualifi- Directorships in Membership of Committees
Directors reappointment cation other companies of the Board in other
Date (Only Public Cos.,) Companies
Mr. K. Rahul Raju 31-08-1976 September 26, B.Com., - Nagarjuna Fertilizers and Chemicals Nagarjuna Fertilizers and
2014 (Hons.) Limited Chemicals Limited
- The Fertilizer Association of India - Shares and Debentures
- Bijam Bio-sciences Private Limited Committee
- Bijam Projects & Estates Private - Management Committee
Limited - Banking Committee
- Petiva Private Limited - Investment Committee
- Ontray Internet services Private - CSR Committee
Limited - Risk Management
- Growth Stream Properties Private Committee
Limited

20
NAGARJUNA OIL REFINERY LIMITED
PERFORMANCE EVALUATION OF DIRECTORS AND CRITERIA FOR
EVALUATION
The Directors Report contains information in this regard.
DETAILS OF FAMILIARIZATION PROGRAMMES TO DIRECTORS
The Company as a practice ensures that all Directors are
briefed on matters of the Company on their induction into the
Board of Directors of the company. The company also issues a
Letter of Appointment in case of Independent Directors
detailing their terms and conditions of appointment.
The Memorandum and Articles of Association of the Company,
copies of Annual Reports for the previous financial years,
half year reports, organization structure, Company policies
including Code of Conduct, Insider Trading Policy, and Board
Charter, Whistle Blower Policy etc. are provided to the directors
at the time of induction.
The Board of Directors are also familiarized at regular intervals
on any changes that takes place in the organization and also
updations on statutory enactments effecting them as Directors
or impacting the Company.
REMUNERATION POLICY
The Nomination and Remuneration Policy has been adopted
by the Board of Directors based on the recommendation of
the Nomination and Remuneration Committee in compliance
with Section 178 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
This policy acts as a guideline for determining, inter-alia,
qualifications, positive attributes and independence of a Director,
matters relating to the remuneration, appointment, removal and
evaluation of performance of the Directors, Key Managerial
Personnel, Senior Management and other employees.
RELATED PARTY TRANSACTIONS
The Directors Report contains information in this regard.
MEETINGS OF INDEPENDENT DIRECTORS
The Independent Directors of the company even before the
notification by SEBI, been having informal meetings before every
Board Meeting and discussing the issues impacting the company.
The Independent Directors met on May 28, 2016 and August
05, 2016 and apart from other matters, connected to the
operations and strategy of the Company evaluated the
performance of the Chairman of the Board and discussed
aspects relating to the quality, quantity and timeliness of the
flow of information between the Company, the Management
and the Board.
RETIREMENT POLICY OF THE DIRECTORS
The Company does not have a Retirement Policy for the
members of the Board of Directors of the Company.
RESPONSIBILITIES OF THE BOARD
The primary role of the Board is that of trusteeship to protect
and enhance shareholders' value. As trustee, the Board
ensures that the Company has clear goals and policies for
achievement. The Board oversees the Company's strategic
direction, reviews corporate performance, authorizes and
monitors strategic decision, ensures regulatory compliance
and safeguards interests of stakeholders.
SHARES HELD BY NON-EXECUTIVE DIRECTORS
None of the Non-Executive Directors were holding any shares
in the Company as on March 31, 2017.
CODE OF CONDUCT AND ETHICS
The Company adopted the Code of Conduct and Ethics for
Directors and senior management personnel. The Code has
been circulated to all the members of the Board and senior
management and the same has been put on the Company's
website www.norl.co.in.
The Board of Directors and senior managerial personnel have
affirmed their compliance with the Code and a declaration to
this effect signed by Manager and Company Secretary appears
in the Annexure to the Corporate Governance Report.
LEAD INDEPENDENT DIRECTOR
Dr. N C B Nath, who is the Chairman of the Audit Committee of
Board of Directors, is the Lead Independent Director. The Lead
Independent Director on behalf of the Independent Directors
provides structural feedback to the Board to encourage healthy
discussions and openness amongst the members of the Board.
TRAINING FOR THE BOARD MEMBERS
As part of ongoing knowledge sharing, the Board of Directors
are updated with relevant statutory amendments and
landmark judicial pronouncements encompassing important
laws such as Company Law, SEBI Law, Income Tax Law, among
others at meetings of the Board of Directors.
The Board of Directors meet periodically with Senior
Managerial Personnel and discuss areas of interest of the
Company.
The Company, as a good governance practice, put in place a
"Policy on Training of Board of Directors".
COMMITTEES TO THE BOARD
The Board of Directors have constituted various Committees
with adequate delegation to focus on specific areas and take
decisions so as to discharge day to day affairs of the Company.
Each committee is guided by its charter, which defines the
composition, scope and powers of the Committee. All
decisions and recommendations of the Committees are
placed before the Board of Directors. The Committees
constituted by the Board as on date are:
1. SHARES AND DEBENTURES COMMITTEE
The Committee comprises of following members:
Name of the Member Category
Mr. K S Raju Chairman
Mr.K Rahul Raju Member
The Committee met Forty Two (42) times during the year under
review apart from considering matters through circulation.
The quorum is two members present in person.
Terms of Reference:
Allotment of shares, accept calls in advance, and/or share
capital not called up, approve/reject or otherwise deal with
applications for transfer, transmission, transposition,
mutation of shares and debentures, issue share and
debenture certificates including duplicate, split, sub-divide
or consolidated certificates and to deal with all related
matters.
2. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee met four (4) times during the year 2016-17.
The table shows the list of members of the Stakeholders
Relationship Committee and the various dates on which
meetings were held and their attendance particulars
21
 NAGARJUNA OIL REFINERY LIMITED

Date of Meeting and adequate knowledge of finance and accounts. The scope of the
Name of activities of the Committee, are in conformity with Regulation 18 of
Category attendance particulars
the Member SEBI (Listing Obligations and Disclosure Requirements) Regulations,
28-5-2016 06-8-2016 08-11-2016 09-2-2017
2015 read with section 177 of the Companies Act, 2013 and the rules
Dr. N C B Nath Chairman    
made there under.
Mr. K S Raju Member    
Mr. K Rahul Raju Member     The table shows the list of members of Audit Committee and the
various dates on which meetings were held and their attendance
 - Present, X - Absent particulars.
Terms of reference:
Date of Meeting and
The terms of reference of the Committee shall be matters that are Name of
Category attendance particulars
considered necessary in relation to shareholders, debenture holders, the Member
28-5-2016 06-8-2016 08-11-2016* 09-2-2017
investors and various other stakeholders of the Company in relation
to Transfer of shares, Non-receipt of declared dividends, Non-receipt Dr. N C B Nath Chairman   X 
of balance sheet, complaints directly concerning the shareholders/ Mr. SR Ramakrishnan Member   X 
investors as stakeholders of the Company but not limited to the Mr. K S Raju Member    
above mentioned matters. Ms. K Lalitha Member    
Raghuram
3. MANAGEMENT COMMITTEE
* Meeting not held as the requisite quorum was not present.
There were no meetings of the Management Committee of Directors  - Present, X - Absent
during the financial year 2016-2017.
The table below shows the list of members of the Management The Company Secretary of the Company functions as Secretary to
Committee. the Committee. The Statutory Auditor, the Head-Internal Audit and
such other executives as the committee considers appropriate are
Name of the Member Category
present as invitees for the Meetings of the Audit Committee.
Mr. K S Raju Chairman
The quorum for the Audit Committee shall be two members
Dr N C B Nath Member or 1/3rd of the strength of the Audit Committee, whichever is
Mr. S R Ramakrishnan Member higher with at least 2 independent directors
Mr. K Rahul Raju Member Terms of Reference
The quorum is two members present in person. a ) Oversee the Company’s financial reporting process and
Terms of reference: the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible.
1. To review the operations of the Company from time to time and
also formulate and review corporate objectives and strategies b) Recommending to the Board, the appointment, re-
including long range plans for expansion/diversification of the appointment, remuneration and terms of appointment of
Company's activities. auditors of the Company.
2. To formulate annual budgets/business plans for the Company. c) Approval of payment to statutory auditors for any other services
rendered by the statutory auditors.
3. To approve capital expenditure other than proposals for
expansion, diversification, modernization and de-bottlenecking, d) Reviewing, with the management, the annual financial
including investment in immovable property, above Rs. Five statements and auditor’s report thereon before submission to
crores upto Rs. Ten Crores per proposal, excluding the authority the Board for approval, with particular reference to:
already delegated to Managing Director or Internal Management, i. Matters required to be included in the Director ’s
as the case may be, as per Delegation of Authority. Responsibility statement to be included in the Board’s
4. To approve revenue expenditure above Rs. Five Crores and upto Report in terms of clause (c) of sub- section 3 of Section 134
Rs. Ten Crores in case of procurements on a single tender basis of the Companies Act, 2013.
or above Rs. Ten Crores upto Rs. Fifteen Crores on multi tender ii. Changes, if any, in accounting policies and practices and
basis excluding the authority already delegated to Managing reasons for the same.
Director or Internal Management, as the case may be, as per iii. Major accounting entries involving estimates based on the
Delegation of Authority. exercise of judgment by management.
5. To make donations/contributions to charitable and other funds iv. Significant adjustments made in the financial statements
other than to any political party or for political purposes up to an arising out of audit findings.
aggregate amount of Rs. Ten lakhs in any financial year.
v. Compliance with listing and other legal requirements
6. To lay down and review from time to time Company's relating to financial statements.
employment policy.
vi. Disclosure of any related party transactions.
4. AUDIT COMMITTEE
vii. Qualifications in the draft audit report.
The Audit Committee of Directors consists of well qualified and
e) Reviewing with the management, the quarterly financial
Independent Directors. It comprises of four members, and complies
statements before submission to the Board for approval.
with the stipulation that two thirds of the members shall be
Independent Directors. All the members of the Committee possess f) Reviewing, with the management, the statement of uses/

22
NAGARJUNA OIL REFINERY LIMITED
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in
the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue and
making appropriate recommendations to the Board to
take up steps in this matter.
g) Review and monitor the auditor ’s independence and
performance and effectiveness of audit process.
h) Approval or any subsequent modification of transactions
of the Company with related parties.
i) Scrutiny of inter-corporate loans and investments.
j) Valuation of undertakings or assets of the Company,
wherever it is necessary.
k) Evaluation of internal financial controls and risk
management systems.
l) Reviewing with the management, performance of
statutory and internal auditors, adequacy of the internal
control systems.
m) Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department,
staffing and seniority of the official heading the
department, reporting structure coverage and frequency
of internal audit.
n) Discussion with internal auditors any significant findings
and follow up thereon.
o) Reviewing the findings of any internal investigations by
the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the
matter to the Board.
p) Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern.
q) To look into the reasons for substantial defaults in the
payment to the depositors, debenture holders,
shareholders (in case of non payment of declared
dividends) and creditors.
r) To review the functioning of the Whistle Blower
mechanism.
s) To approve the appointment of CFO/Whole time Finance
Director.
t) Carrying out any other function as is mentioned in the
terms of reference of the Audit Committee.
u) To consider and commend to the Board appointment of
Cost Auditor of the Company.
REPORT OF THE AUDIT COMMITTEE OF DIRECTORS FOR THE YEAR
ENDED MARCH 31, 2017
To the Shareholders of Nagarjuna Oil Refinery Limited
a . The Audit Committee’s suggestions from time to time
were implemented by the Company during the course of
the year.
b. The Audit Committee sought clarifications from the
Auditors and the Management of the Company, whenever
required, in relation to the financial matters of the
Company as per the scope and powers of the Audit
Committee.
c. The Audit Committee meetings were interactive.
d. The Committee is recommending to the Board the
ratification of appointment of M/s. M Bhaskara Rao &
Co., Chartered Accountants as statutory auditors of the
Company, to carry out audit of the accounts of the Company
for the Financial Year 2017-18. M/s. M Bhaskara Rao & Co.,
have confirmed their eligibility under Section 141 of the
Companies Act, 2013.
e. M/s. M Bhaskara Rao & Co., have also confirmed that they
have a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India as per
the requirements of Regulation 33 (1) (d) of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Hyderabad Chairman
May 26, 2017 Audit Committee
5. BANKING COMMITTEE
There were no meetings of the Banking Committee of Directors
during the financial year 2016 - 2017.
The banking committee consists of
Name of the Member Category
Mr. K S Raju Chairman
Mr. K Rahul Raju Member
The quorum is two members present in person.
Terms of reference:
Availment of fund based and non-fund based credit facilities
by the Company from Financial Institutions and Banks, as per
the limits delegated by the Board of Directors of the Company.
6. INVESTMENT COMMITTEE
There were no meetings of the Investment Committee of
Directors during the financial year 2016-2017.
The Investment Committee consists of :
Name of the Member Category
Mr. K S Raju Chairman
Mr. K Rahul Raju Member
The quorum is two members present in person.
Terms of reference:
1. Investment of surplus funds in units, discounting of LC
backed bills, clean bill discounting, inter-corporate
deposits and investment in shares.
2. To dis-invest or pledge the securities such as shares,
debentures, government bonds, etc., held by the Company
in its name from time to time and do all such acts, deeds
and things that are necessary in this regard.
7. NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was
constituted by the Board of Directors in compliance with
Regulation 19 of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 and Section 178(1) of the
Companies Act, 2013.
The Committee met two (2) times during the financial year
2016-2017
The table shows the list of members of the Nomination &
Remuneration Committee and the various dates on which
meetings were held and their attendance particulars
23
 NAGARJUNA OIL REFINERY LIMITED

Name of the Category Date of Meeting and Investor Grievance Redressal

Member attendance particulars The Company has 4,11,441 shareholders as on March 31, 2017. The
28-05-2016 05-08-2016 Company during April 1, 2016 to March 31, 2017 received and
Dr. N C B Nath Chairman  
attended/resolved 1250 letters from the investors and
dematerialized / rematerialized 2068 requests for dematerialization
Mr. SR Ramakrishnan Member  
/ rematerialisation of shares.
Mr. D. Ranga Raju Member X 
The table below shows the details of shareholder's or depositor's
 - Present, X - Absent
queries/complaints/requests received and resolved during the
The quorum is two members present in person. financial year 2016-2017.
Terms of reference:
Nature of Letters Opening Received Replied Closing
1) Formulate and recommend to the Board a Remuneration Policy, Balance Balance
relating to the remuneration for the directors, key managerial Change of address 0 59 59 0
personnel and other employees and review/modify the same
Share transfers 0 257 257 0
from time to time
Dematerialisation/ 0 2068 2068 0
2) Formulate criteria for determining qualifications, positive Remat of Shares
attributes and independence of a director and review/modify Issue of duplicate certificates 0 27 27 0
the same from time to time Transmission of shares 0 178 178 0
3) Identify persons who are qualified to become directors and who General queries 0 1250 1250 0
may be appointed in senior management and recommend to
the Board their appointment and removal Share Transfer System
4) Carry out evaluation of every director's performance. The Company's transfer of shares activity is fully computerized.
The dematerialized shares are directly transferred to the
5) Devising a policy on Board diversity
beneficiaries account by the depositories.
6) To select, retain and terminate the services of any consultant Compliance Officer
who shall assist the Committee in discharging its functions.
Ms. Ankita Mathur, Company Secretary is the Compliance Officer for
RISK ASSESSMENT AND MINIMISATION PROCEDURE complying with the requirements of SEBI (Prohibition of Insider
The Company has setup an Enterprise Risk Management System to Trading) Regulations, 2015, and the SEBI (Listing Obligations and
manage and mitigate unforeseen risks Disclosure Requirements) Regulations, 2015.
C. MANAGEMENT Share Transfer Agents
XL Softech Systems Limited, Hyderabad are the Share Transfer Agents
MANAGEMENT DISCUSSION AND ANALYSIS
of the Company.
This Annual Report has a detailed chapter on Management Discussion Nomination Facility
and Analysis.
Shareholders holding physical shares may file nominations in
MANAGEMENT DISCLOSURES prescribed Form SH-13 of the Companies (Share Capital and
Directors and Senior Management Personnel of the Company, as Debentures) Rules, 2014, to the Registrar and Transfer Agents of the
well as certain identified key associates make half yearly disclosures Company. Those holding shares in dematerialized form may contact
to the Board relating to all material, financial and commercial their respective Depository Participant (DP) to avail the nomination
transactions where they have interest, conflicting with the interest facility.
of the Company. The interested Directors do not participate in the Dematerialization of Shares and Liquidity
discussion nor do they vote on such matters when the matter is The shares of the Company are under the category of compulsory
considered by the Board of Directors. delivery in dematerialized mode by all categories of investors.
D. STAKEHOLDERS The Company has signed agreements with both the depositories
i.e., National Securities Depository Limited and Central Depository
DISSEMINATION OF INFORMATION
Services (India) Limited. As on March 31, 2017, over 91.12 % of the
The Company has established systems and procedures to shares of the Company are held in electronic mode.
disseminate relevant information to its stakeholders including The status of the equity shares of the Company as on March 31, 2017
shareholders, auditors, suppliers, customers, employees and is as under:
financers. The primary source of information regarding the Total No. of Equity Shares: 42,81,81,821
operations of the Company, including the quarterly results, can be
Total No. of Shareholders: 4,11,441
viewed on the Company's website www.norl.co.in.
The table below shows the status on the dematerialization of the
The quarterly and annual results of the Company are sent to the equity shares of the Company:
Stock Exchanges immediately after they are approved by the Board
of Directors and published in English Newspaper and Telugu Mode of No. of % to Total No. of % of Total
newspaper. Shareholding Shares Equity Shares Shareholders Shareholders
BSE Listing / NEAPS Facility Physical Form 3,80,09,811 8.88 1,92,090 46.69
The Company files information to the Stock Exchanges through BSE Held in electronic 39,01,72,010 91.12 2,19,351 53.31
mode
Listing website - www.listing.bseindia.com. and NEAPS website -
www.connect2nse.com. Total 42,81,81,821 100.00 4,11,441 100.00

24
NAGARJUNA OIL REFINERY LIMITED

The Company's ISIN No. for dematerialization for both NSDL and The table below shows the details of persons holding more than 1%
CDSL is INE453M01018. shareholding in the Company, as on March 31, 2017.
RECONCILIATION OF SHARE CAPITAL AUDIT Sl No. Name of the Company %
In terms of Regulation 55A (1) of SEBI (Depositories and Participants) Core- Promoter
Regulations,1996 a Practicing Company Secretary of the Institute of 1. Amlika Mercantile Private Limited 30.42%*
Company Secretaries of India, has carried out the reconciliation of Co- Promoter
Share Capital Audit every quarter to reconcile the total admitted 2. Fireseed Limited 1.87%
capital with National Securities Depository Limited (NSDL) and Cen- 3. Governor of Andhra Pradesh 4.55%
tral Depository Services (India) Limited (CDSL) and the total issued 4. KRIBHCO 2.34%
and listed capital. The audit confirms that the total issued/ paid-up Total 39.18%
capital is in agreement with the aggregate total number of shares in
Institutional Investors
physical form and the total number of dematerialized shares held
with NSDL and CDSL 5 Life Insurance Corporation of India 1.26%
Others - Private Corporate Bodies
DISTRIBUTION OF SHAREHOLDING
6. NFCL Employees Welfare Trust 5.69%
The table below shows the distribution of shareholding of various 7 Zuari Investments Ltd 4.56%
groups as on March 31, 2017 8. Zuari Global Limited 2.29%
Share Holding Shareholders Shareholding * - Please refer Note in Point IV(ii) of Annexure IV of the Directors Report
Number % to Total Value in Rs. % to Total LIST OF PROMOTER COMPANIES
Upto 5000 407876 99.13 121306776 28.33 Core-Promoters
5001 - 10000 1925 0.47 14678125 3.43
1. Amlika Mercantile Private Limited
10001 - 20000 886 0.22 12825597 3.00
Co-Promoters
20001 - 30000 290 0.07 7282301 1.70
30001 - 40000 124 0.03 4357451 1.02 1. Fireseed Limited
2. Government of Andhra Pradesh
40001 - 50000 105 0.03 4934740 1.15
3. Krishak Bharati Co-operative Limited
50001 - 100000 149 0.04 10915603 2.55 4. Saipem S.p.A. (formerly Snamprogetti S.p.A)
100001 and above 86 0.02 251881228 58.83
TOTAL 411441 100.00 428181821 100.00 STOCK PRICE DATA
The table below shows the monthly high, low per month on the
The table below shows the distribution of promoter and non-
National Stock Exchange and Bombay Stock Exchange during the
promoter shareholding as on March 31, 2017
financial year 2016-2017
Category No. of shares % of
HIGH & LOW PRICE OF SHARES PER MONTH ON BSE & NSE
held shareholding
MONTH BSE NSE
A. Promoter's holding 17,17,19,642 40.10
HIGH(RS) LOW(RS) HIGH(RS) LOW(RS)
B. Non-promoters holding
April 2016 4.53 3.10 4.60 3.65
I. Institutional investors
May 2016 5.13 3.71 5.15 3.70
a. Mutual funds and UTI 2,12,650 0.05
June 2016 9.28 4.03 9.15 4.15
b. Banks, 74,72,228 1.75
financial institu tions, July 2016 7.58 5.20 7.60 5.20
insurance companies August 2016 6.35 4.87 6.30 4.90
(Central/state govt.
institutions/non-govt. September 2016 5.50 4.42 5.55 4.45
institutions) October 2016 7.34 4.72 7.40 4.70
c. Foreign Institutional 1,27,589 0.03 November 2016 6.70 4.60 6.65 4.50
Investors
December 2016 5.69 4.20 5.60 3.80
II. Others
a. Private corporate bodies 4,53,93,895 10.60 January 2017 5.40 4.75 5.50 4.75
b. Indian public 17,24,87,441 40.28 February 2017 5.35 4.53 5.40 4.55
c. NRIs/OCBs 62,83,249 1.47 March 2017 5.04 4.23 4.95 4.50
d. Any other (please specify)
GENERAL BODY MEETINGS
Trusts 2,44,84,827 5.72
The 6th Annual General Meeting of the Company was held on
Foreign National 300 0.00 December 26, 2016. Mr. K S Raju, Director, chaired the Meeting.
The table below shows the details of the previous three
GRAND TOTAL 42,81,81,821 100.00 General Body Meetings and the Special Resolutions passed.

25
 NAGARJUNA OIL REFINERY LIMITED

LAST THREE ANNUAL / EXTRA-ORDINARY GENERAL MEETINGS b. Related Party Transactions at the end of the Financial Year 2016-17
NO. OF DATE & LOCATION SPECIAL Advance Received Rs in Lakhs
AGM TIME RESOLUTION(S) Nagarjuna Fertilizers and Chemicals Limited* 1484.80
& FY PASSED * In terms of the order of the Hon'ble High Court of Bombay, at
ANNUAL GENERAL MEETINGS Mumbai in the Composite Scheme.
4th September Sri Satya Sai Special Resolution for the c. Disclosure of accounting treatment
AGM 26, 2014 Nigamagamam, appointment of Mr. K Soma In the preparation of financial statements, the Company has
2013-14 12.00 Noon 8-3-987/2, Raju as Manager of the followed the accounting standards issued by the Institute of
Srinagar Colony, Company for a period of 3
Chartered Accountants of India
Hyderabad - years with effect from August
500 073 31, 2014. d. Proceeds from the preferential issue of warrants
5th September Sri Satya Sai 1. To approve borrowing Not applicable
AGM 29, 2015 Nigamagamam, limits in excess of the e. Certifications:
2014-15 12.00 Noon 8-3-987/2, limits prescribed under
1. The Manager and Chief Financial Officer, certify every
Srinagar Colony, Section 180(1) (c) of the
quarter that the unaudited financial results of the
Hyderabad - Companies Act, 2013 up
to a sum not exceeding Rs.
Company do not contain any false or misleading
500 073
1500 Crores. statement or figures and do not omit any material fact
2. To authorize the board to which may make the statements or figures contained
charge or mortgage the therein misleading.
properties of the company 2. A certificate as stipulated by Regulation 17(8) of SEBI
under Section 180(1)(a) of (Listing Obligations and Disclosure Requirements)
the Companies Act, 2013. Regulations, 2015 signed by Manager and Chief Financial
6th December Sri Satya Sai Officer certifying the correctness of the year end financial
AGM 26, 2016 Nigamagamam, statements and cash flow statement, responsibility for
2015-16 03.00 PM 8-3-987/2, internal controls and indication of changes in the
Srinagar Colony, internal control and accounting policies appears as an
Hyderabad - annexure to this report.
500 073 3. A certificate as mandated by SEBI (Listing Obligations
EXTRAORDINARY GENERAL MEETINGS and Disclosure Requirements) Regulations, 2015 signed
by Manager and Company Secretary certifying the
1st June 13, Nagarjuna Hills, As per section 100-103, of the compliance of the company's code of conduct appears
EGM 2011 Punjagutta, Companies Act, 1956, as an annexure to this report.
2011-12 04.00PM Hyderabad- Cancellation of Capital and
500082
f. There were no penalties, strictures imposed on the Company
reduction by 5,00,000 shares. by Stock Exchanges or Securities and Exchange Board of
2nd August 22, Nagarjuna Hills, As per section 31 of the India (SEBI) or any Statutory Authority on any matter related
EGM 2011 Punjagutta, Companies Act, 1956, to Capital Markets during the last three years.
2011-12 04.00 PM Hyderabad- Alteration of the Articles of Compliance with the mandatory requirements of SEBI (Listing
500082 Association of the Company. Obligations and Disclosure Requirements) Regulations, 2015
Nagarjuna Hills, Appointment of Manager as Your Company is fully compliant with the mandatory
3rd September
Punjagutta, per Section 269,198,309,310 requirements of the SEBI (Listing Obligations and Disclosure
EGM 05, 2011 Requirements) Regulations, 2015.
2011-12 04.00 PM Hyderabad- and Sch XIII of the Companies
500082 Act, 1956, A certificate from Practicing Company Secretary that the
conditions of Corporate Governance as mandated by SEBI
DETAILS OF PUBLIC FUNDING IN THE LAST THREE YEARS (Listing Obligations and Disclosure Requirements)
The Company has not raised any funds from the public since Regulations, 2015 has been obtained and the same is shown
inception. as an annexure to the Directors Report.
The Company has not issued any GDRs / ADRs. The table shows the Compliance Report status as on March
31, 2017
DISCLOSURES
Compliance with mandatory requirements of SEBI (Listing (i) Mandatory Requirements
Obligations and Disclosure Requirements) Regulations, 2015
Particulars Regulation Compliance
a. Related parties Status
1. Names of related parties and description of (Yes/No)
relationship.
I. Board of Directors 17
a ) Associates A. Composition of Board Yes
(i) Nagarjuna Oil Corporation Limited B. Meetings of Board of Directors Yes
b) Key Management Personnel C. Review of Compliance Reports Yes
i ) Mr. K S Raju, Chairman D. Code of Conduct Yes
i i ) Mr. K Soma Raju, Manager E. Non-executive Directors' Compensation Yes
c) Enterprises under significant influence of Key & Disclosures
Management Personnel or their relatives. F. CEO & CFO Certification Yes
G. Risk Management Yes
i ) Nagarjuna Fertilizers and Chemicals Limited

26
NAGARJUNA OIL REFINERY LIMITED

II. Audit Committee 18 Disclosure under the Sexual Harassment of Women at Workplace
A. Qualified & Independent Audit Committee Yes (Prevention, Prohibition and Redressal) Act, 2013.
B. Meeting of Audit Committee Yes
The Company has not received any complaints alleging sexual
C. Powers of Audit Committee Yes
D. Role of Audit Committee Yes harassment during the financial year 2016-17.
E. Review of Information by Audit Committee Yes Remote E-voting
III. Nomination and Remuneration Committee 19 Yes Pursuant to the provisions of Section 108 of the Companies
IV. Stakeholders Relationship Committee 20 Yes Act, 2013 read with Rule 20 of The Companies (Management
V. Risk Management Committee 21 NA and Administration) Rules, 2014 and Regulation 44 of SEBI
VI. Vigil Mechanism 22 Yes (Listing Obligations and Disclosure Requirements)
VII. Related Party Transactions 23 Yes Regulations, 2015, the Company is providing remote e-voting
VIII. Subsidiary Companies 24 NA facility of casting votes using an electronic voting system from
IX. Independent Directors 25 Yes a place other than venue of the General Meeting and voting
X. Obligations with respect to Directors and 26 Yes at the General Meeting through the ballot form on all the
Senior Management resolutions set forth in the Notice to the 7th Annual General
XI. Quarterly Compliance Report on 27 Yes Meeting to be held on Tuesday i.e., December 26, 2017 at 3.00
Corporate Governance PM.
XII. Website 46 Yes
The Company has engaged the services of Central Depository
XIII. Documents & Information to shareholders 36 Yes
Services (India) Limited to provide remote e-voting platform
XIV. Annual Report 34(3) & Yes
Schedule V to the shareholders.
A. Disclosure of Accounting Treatment Yes Please refer to the detailed instructions on remote e-voting
B. Remuneration of Directors Yes at page no. 45 of the Annual Report 2016-17.
C. Management Discussion&Analysis Report Yes
D. Report of corporate governance Yes Shareholders holding shares in demat form and shareholders
E. Code of Conduct Yes who have registered their email id with the Company will
F. Unclaimed Shares Yes also receive the remote e-voting instructions by email.
Shareholders who do not have access to remote e-voting
COMPLIANCE / NON-ADOPTION OF NON-MANDATORY facility may use the enclosed Ballot Form and send their
REQUIREMENTS assent or dissent on or before closing of business hours of
1. The Board Not Applicable December 25, 2017.
A Non-Executive Chairman may be GENERAL SHAREHOLDERS INFORMATION
entitled to maintain a chairman's office Tuesday, 26th day of December, 2017 at 3.00 PM
7th Annual
at the Company's expense and also General Meeting Sri Satya Sai Nigamagamam, Srinagar Colony,
allowed reimbursement of expenses Hyderabad - 500 073
Day, Date, Time
incurred in performance of his duties. and Venue
2. Shareholders Rights The Un-audited Dates of Book December 20, 2017 to December 26, 2017 (both
A half-yearly declaration of financial Financial Results for Closure days inclusive)
performance including summary of the the half year is sent
Registered D.No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad -
significant events in last six-months, may to all shareholders Office 500 082.
be sent to each household of who have provided
shareholders. their e-mail id's Compliance Ms. Ankita Mathur, Company Secretary
Officer Ph No. (040) 23355317. Fax (040) 23350247
3. Modified opinion(s) in audit report Yes Email : mankita@nagarjunagroup.com
The listed entity may move towards a Share Transfer XL Softech Systems Limited
regime of financial statements with Agent Plot No.3, Sagar Society, Road No. 2, Banjara Hills,
unmodified audit opinion. Hyderabad - 500 034.
Email : xlfield@rediffmail.com
4. Separate posts of Chairman and CEO The Manager of the
Dividend history The Company has not declared dividend since inception.
The listed entity may appoint separate company is CEO
for the last five
persons to the post of chairperson and apart from non- years
managing director or chief executive e x e c u t i v e
Tentative dates Quarter ending June 30, 2017 - 3rd week of July 2017
officer Chairman. Quarter ending September 30, 2017 -3rd week of October 2017
for considering
5. Reporting of Internal Auditor The Internal Financial
Quarter ending December 31, 2017 - 3rd week of January 2018
For the year ending March 31, 2018 - 4th week of April 2018
The Internal auditor may report directly Auditor has direct Results
to the Audit Committee. access to Audit STOCK CODE BSE : 534184
Listing on Stock
committee. Exchanges & The Bombay Stock Exchange, Mumbai Corporate
Relationship Department, 1st Floor, New Trading Ring,
OTHER COMPLIANCES Stock Code Routunda Building, PJ Towers, Dalal Street, Fort Mumbai
Secretarial Standards of Institute of Company Secretaries of India (ICSI) -400 001
The Company has been in compliance with the Secretarial Standards on STOCK CODE NSE : NAGAROIL
National Stock Exchange of India Limited,
Board Meetings (SS-1) and General Meetings (SS-2) notified by the Institute Exchange Plaza, 5th Floor, Plot No.C/1, G Block,
of Company Secretaries of India, New Delhi. Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051

27

Listing fee Listing fees for the year 2017-2018 has been paid to
the Stock Exchanges, in the stipulated period, where
the equity shares of the Company are listed.
ISIN No. INE453M01018 for NSDL and CDSL
CIN No. L23200AP2010PLC071242
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER OF THE COMPANY
We, K Soma Raju, Manager and A Sudhakara Rao, Chief
Financial Officer, of Nagarjuna Oil Refinery Limited, to the
best of our knowledge and belief certify that:
A. We have reviewed financial statements and the cash flow
statement for the year ended March 31, 2017 and that to the
best of their knowledge and belief:
1. These statements do not contain any materially untrue
statement or omit any material fact or contain statements
that might be misleading;
2. These statements together present a true and fair view of
the listed entity's affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no
transactions entered into by the listed entity during the year
which are fraudulent, illegal or violative of the listed entity's
code of conduct.
C. We accept responsibility for establishing and maintaining
internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the
listed entity pertaining to financial reporting and we have
disclosed to the auditors and the audit committee, deficiencies
in the design or operation of such internal controls, if any, of
which they are aware and the steps they have taken or propose
to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee
1. significant changes in internal control over financial
reporting during the year;
2. significant changes in accounting policies during the year
and that the same have been disclosed in the notes to the
financial statements; and instances of significant fraud of
which they have become aware and the involvement
therein, if any, of the management or an employee having
a significant role in the listed entity's internal control system
over financial reporting.
Hyderabad K. Soma Raju A. Sudhakara Rao
May 26, 2017 Manager Chief Financial Officer
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND
SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT
AND ETHICS
This is to inform you that the Company has adopted a Code of Conduct
and Ethics applicable to all the Members of the Board of Directors
and Senior Management Personnel of the Company. The details of
the Code of Conduct and Ethics are available at the Company's
website at www.norl.co.in.
I confirm that the Company has in respect of the financial year ended
March 31, 2017 received from all the Members of the Board of
Directors and all the Senior Management Personnel of the Company
NAGARJUNA OIL REFINERY LIMITED
a declaration of compliance with the Code of Conduct and
Ethics as applicable to them.
To the best of my knowledge and belief, no transactions entered
into by the Company during the year are violative of the Company's
code of conduct.
Senior Management Personnel are personnel who are part of the
core management team, comprising personnel one level below the
executive directors and including all functional heads as on
March 31, 2017.
Hyderabad Ankita Mathur K Soma Raju
May 26, 2017 Company Secretary Manager
CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of
Nagarjuna Oil Refinery Limited
We have examined the compliance of conditions of Corporate
Governance by Nagarjuna Oil Refinery Limited for the year ended
on 31 st March, 2017, as stipulated in Securities and
Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 of the said Company.
The Compliance of conditions of Corporate Governance is
the responsibility of the Management. Our examination has
been in the manner described in the Guidance Note on
Certification of Corporate Governance issued by the Institute
of Company Secretaries of India and has been limited to a
review of the procedures and implementation thereof
adopted by the company for ensuring compliance with the
conditions of Corporate Governance as stipulated in the said
Clause. It is neither an audit nor an expression of opinion
on the financial Statements of the Company.
In our opinion and to the best of our information and
according to the explanations given to us, and based on our
reliance upon the representations made by the management
that there were no transactions of material nature with the
management or by relatives that may have potential conflict
with the interest of the company at large, as stated under
Disclosures Column of the Company’s Report on Corporate
Governance.
The Share Transfer Agent of the Company has certified the
number of complaints received from the investors and the
number of complaints resolved during the financial year and
there are no complaints pending as at the year-end as stated
under Investor Grievance Redressal Column of the Company’s
Report on Corporate Governance.
We certify that the company has complied in all material
respects with the conditions of Corporate Governance as
stipulated in the Erstwhile Listing Agreement and Securities
and Exchange Board of India (Listing Obligations and
Disclosures Requirements Regulations, 2015).
We further state that such compliance is neither an assurance
as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted
the affairs of the company.
For KBG Associates
Company Secretaries
(Srikrishna S Chintalapati)
Hyderabad Partner
May 26, 2017 CP # 6262
28
NAGARJUNA OIL REFINERY LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Indian Economic Scenario
India Economy has emerged as the fastest-growing economy
in the world during the year 2016-17 with a projected real GDP
growth of 6.75% to 7.5% in 2017-2018 financial year as per the
Economic Survey 2017.
The demonetization drive of the Government of India has
slowed down the economy during Q3 of 2016 but is expected
in the long run to help in, revival of investment opportunities,
providing fillip to infrastructure and the manufacturing sector,
reduction of interest rates and lowering income tax rates and
promote a more transparent economy.
The Indian economy during the year is characterized by
relatively lower inflation, fiscal discipline and the efforts of
the government towards infrastructure investments, public-
private partnerships, and the implementation of domestic
reforms such as the introduction of the Goods and Services
Tax (GST) Bill".
GST will promote investment, lower transaction and logistic
costs and increase efficiency gains.
Oil and Gas Sector
International Perspective
Global oil and gas industry is on the recovery path which is
expected to strengthen in 2017. The year 2017 may be
characterized as "slow road back." with Organization of
Petroleum Exporting Countries (OPEC) decision to cut
production, which would help accelerate the drawdown of
global oil inventories and support falling crude oil prices.
Oil price is predicted to be in the reasonable zone of $55-60
per barrel, which would reduce stress on Exploration and
Production sector.
Indian Perspective
The slump in oil price has proved beneficial to the Indian
economy and downstream companies strengthening their
financial position. The Government of India's strategic
decisions and policy reforms in the petroleum sector are
poised to bring positive results starting 2017.
All segments of petroleum sector namely: upstream, mid-
stream and downstream are expected to attract higher
investments. Improvements in the areas of oil & gas
production, LNG infrastructure, pipeline network, and CGD
network would be seen in 2017.
The Government of India's drive for cashless society would
have bigger impact on petroleum sector. The petroleum retail
outlets are going to play a critical role to make cashless society
a reality.
Company's strengths and opportunities
Your company has controlling interest in Nagarjuna Oil
Corporation Limited (NOCL) which is setting up a 6 MMTPA
refinery project at Cuddalore, Tamilnadu 180 km south of
Chennai on the Bay of Bengal.
The state-of-the-art project will refine 6 million metric tonnes
of crude petroleum per year (MMTPA) in Phase-I, which will
primarily meet the growing energy needs of southern India.
It is the single largest private sector investment in Tamil Nadu
and declared as anchor unit for the proposed Petroleum
Chemical & Petrochemical Investment Region (PCPIR) in Tamil
Nadu. The project includes infrastructure facilities that provide
scope for further expansion of refining capacity by an
additional 9 MMTPA in phase II.
Threats and concerns
The implementation of oil refinery project was impacted by
cyclone 'Thane'. The physical completion of the Project as on
date is 58%. The company perceives non-receipt of further
funds from various stakeholders as a major concern and a
threat to the existence of the Project which in turn will impact
the company's investment.
The identifying of Investor for bringing funds and taking
forward the Refinery Project has been a major concern.
However, there is continuing efforts for identifying new
investors to take the project forward.
Outlook/ Future plans
The future for refinery sector is conducive for investment with
favourable government policy and a stable business
environment.
Internal control and Risk management
Your company has adequate internal control systems in place
commensurate with the size of the company. Your company
has a structured internal audit and risk management
framework which encompasses the entire operations of the
company.
The company has a web based legal compliance management
system to monitor compliance of the various laws applicable
to the company.
Financial performance
The Profit/Loss after tax for the year was Rs. 23,988.87 Lakhs
against Profit/loss after tax of Rs. 331.51 Lakhs for the
previous year.
The main contributors to the loss was on exceptional item
representing a provision of Rs.23,622 lakhs towards
diminution in the value of investment in Nagarjuna Oil
Corporation Limited (NOCL) in addition to Rs.40,000 Lakhs
provided in the year 2014-15, considering the delay in
induction of partner and consequently, achieving financial
closure for re-assessed cost of project.
Human Resources / Industrial Relations:
Your company has significant cooperation from its Associates
in the business operations and has harmonious industrial
relations.
29

INDEPENDENT AUDITORS’ REPORT
To
The Members of
Nagarjuna Oil Refinery Limited
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial
Statements of Nagarjuna Oil Refinery Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2017, the
Statement of Profit and Loss and the Cash Flow Statement for
the year then ended and a summary of the significant
accounting policies and other explanatory information (here
in referred to as “the Standalone Financial Statements”).
Management’s responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these Standalone
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 principles
generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgements and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these
Standalone Financial Statements based on our audit.
We have taken into account the provisions of the Act, the
Accounting and Auditing Standards and matters which are
required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable
assurance about whether the Standalone Financial
Statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
standalone financial statements. The procedures selected
depend on the auditors’ judgement, including the assessment
NAGARJUNA OIL REFINERY LIMITED
of the risks of material misstatement of the Standalone
Financial Statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal
financial control relevant to the Company’s preparation of the
Standalone Financial Statements that give a true and fair
view in order to design audit procedures that are appropriate
in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the
Company’s Directors, as well as evaluating the overall
presentation of the Standalone Financial statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Standalone Financial Statements.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Act
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31,
2017 and its loss and its cash flows for the year ended on that
date.
Emphasis of Matter
We draw attention to Note 11.1 to the standalone financial
statements regarding provision made towards diminution in
the value of the investment in Nagarjuna Oil Corporation
Limited and its adequacy as on March 31, 2017 based on the
management assessment, for the reasons stated in the said
note.
Our opinion is not modified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule
7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received
from the directors as on March 31, 2017 taken on record
by the Board of Directors, none of the directors is
disqualified as on March 31, 2017 from being
30
NAGARJUNA OIL REFINERY LIMITED
appointed as a director in terms of Section 164 (2) of
the Act.
(f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, we
give our separate Report in “Annexure A”.
(g) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of all
pending litigations on its financial position in
its Standalone Financial Statements – refer Note
21.1 to the Standalone Financial Statements.
i i . The Company did not, as at March 31, 2017, have
any material foreseeable losses relating to long-
term contracts including derivative contracts.
i i i . There were no amounts, as at 31 st March 2017,
which are required to be transferred to the
Investor Education and Protection Fund by the
Company.
iv. The Company has provided requisite disclosures
in the Standalone Financial Statements as
regards its holding and dealings in Specified
Bank Notes as defined in the Notification S.O.
3407(E) dated the November 8, 2016 of the Ministry
of Finance, during the period from November 8,
2016 to December 30, 2016. Based on audit
procedures performed and the representations
provided to us by the management we report that
the disclosures are in accordance with the books
of account maintained by the Company and as
produced to us – Refer Note 12.1 to the Standalone
Financial Statements.
2. As required by the Companies (Auditors Report) Order,
2016 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in the “Annexure
B”, a statement on the matters specified in paragraphs 3
and 4 of the Order.
for M. Bhaskara Rao & Co
Chartered Accountants
Firm Registration No. 000459S
D. Bapu Raghavendra
Hyderabad, Partner
May 26, 2017 Membership No. 213274
Re: Nagarjuna Oil Refinery Limited
Annexure A to the Independent Auditors’ report
Report on the Internal Financial Controls under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial
reporting of Nagarjuna Oil Refinery Limited (“the Company”)
as of March 31, 2017 in conjunction with our audit of the
Standalone Financial Statements of the Company for the year
ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing
and maintaining internal financial controls based on the
internal control over financial reporting criteria established
by the Company considering the essential components of
internal control stated in the “Guidance Note on Audit of
Internal Financial Controls over Financial Reporting” issued
by the Institute of Chartered Accountants of India (‘ICAI’).
These responsibilities include the design, implementation
and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required
under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s
internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the
“Guidance Note on Audit of Internal Financial Controls over
Financial Reporting” (the “Guidance Note”) and the Standards
on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate
internal financial controls over financial reporting was
established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
the risk whether a material weakness exists, and testing
and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures
selected depend on the auditors’ judgement, including the
assessment of the risks of material misstatement of the
31

financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company’s internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.
A company’s internal financial control over financial reporting
includes those policies and procedures that -
(1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the Company are being made only in accordance with
authorisations of management and directors of the
Company; and
(3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial
Reporting
Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility of
collusion or improper management override of controls,
material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial
control over financial reporting may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an
adequate internal financial controls system over financial
reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2017,
based on the internal control over financial reporting criteria
established by the Company considering the essential
components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants
of India.
for M. Bhaskara Rao & Co
Chartered Accountants
Firm Registration No. 000459S
D. Bapu Raghavendra
Hyderabad, Partner
May 26, 2017 Membership No.213274
NAGARJUNA OIL REFINERY LIMITED
Re: Nagarjuna Oil Refinery Limited
ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and
Regulatory Requirements’ section of our report of even date)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of its fixed assets.
(b) According to the information and explanation given
to us, the fixed assets have been physically verified
by the Management during the year. In our opinion,
the frequency of verification is reasonable having
regard to the size of the Company and the nature
of the assets. According to the information and
explanations given to us, no discrepancies were
noticed on such verification.
(c) According to the information and explanations
furnished to us, and based on our review, title
deeds of its immovable properties are in the name
of the Company.
(ii) As the Company has no inventory, reporting under
paragraph 3(ii) of the Order does not arise.
(iii) According to the information and explanations given to
us, the Company has not granted any loans, secured or
unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered in the Register
maintained under Section 189 of the Companies Act,
2013. Accordingly, reporting under clauses (a), (b) and
(c) of paragraph 3(iii) of the Order does not arise.
(iv) According to the information and explanations
furnished to us, the Company has not granted any loans,
nor made any investments or given any guarantees or
securities during the year to any of the parties specified
in Sections 185 and 186 of the Companies Act, 2013.
Hence, reporting under provisions of paragraph 3(iv) of
the Order does not arise.
(v) In our opinion and according to the information and
explanations given to us, the Company has not accepted
any deposits. Accordingly, reporting under provisions
of paragraph 3(v) of the Order does not arise.
(vi) In our opinion and according to the information and
explanations given to us, the Central Government has
not prescribed maintenance of cost records under
Section 148(1) of the Companies Act, 2013 for the
activities of the Company.
(vii) According to the information and explanations given to
us, in respect of statutory dues:
(a) The Company has been generally regular in
depositing undisputed statutory dues, including
Provident Fund, Employees’ State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax, Cess
32
NAGARJUNA OIL REFINERY LIMITED

and other material statutory dues applicable to it of its subsidiary companies or persons connected with
with the appropriate authorities , and there were such directors, for a consideration other than cash,
no amounts payable in respect of the aforesaid during the year under report.
undisputed statutory dues in arrears, as at March (xvi) According to the information and explanations
31, 2017, for a period of more than six months from furnished to us, the Company submitted its application
the date they became payable. for registration under Section 45-IA of the Reserve Bank
(b) There were no amounts payable in respect of of India Act 1934 which is pending clearance by Reserve
Provident Fund, Employees’ State Insurance, Sales Bank of India.
Tax, Income-tax, Wealth Tax, Service Tax, Customs for M. Bhaskara Rao & Co
Duty, Excise Duty, Value Added Tax, Cess and other Chartered Accountants
material statutory dues as at March 31, 2017 which Firm Registration No. 000459S
have not been deposited on account of dispute.
(viii) According to the information and explanations given to D. Bapu Raghavendra
us, the Company has not availed any loans from Hyderabad, Partner
financial institutions, banks, government or from May 26, 2017 Membership No. 213274
debenture holders. Accordingly, reporting under
provisions of paragraph 3(viii) of the Order does not
arise.
(ix) According to the information and explanations
furnished to us, the Company has, during the year under
report, not raised any monies through initial public
offer or further public offer of any of its securities or
term loans. Hence, reporting under provisions of
paragraph 3(ix) of the Order does not arise.
(x) According to the information and explanations
furnished to us, no fraud by the Company, nor any fraud
on the Company by any of its officers or its employees
has been noticed or reported during the year under
report.
(xi) According to the information and explanations
furnished to us by the Company, the Company has,
during the year under report, paid / provided for
managerial remuneration in accordance with Section
197 read with Schedule V of the Companies Act 2013.
(xii) In our opinion, reporting requirement under Paragraph
3(xii) of the order does not arise since, according to the
information and explanations furnished to us, the
Company is not a Nidhi Company
(xiii) According to the information and explanations
furnished to us, the transactions entered into by the
Company with its related parties are in compliance with
the requirements of the provisions of Sections 177 and
188 of the provisions of the Companies Act 2013.
(xiv) According to the information and explanations
furnished to us, the Company has not made any
preferential allotment or private placement of its
shares or fully or partly convertible debentures during
the year under report.
(xv) According to the information and explanations
furnished to us, the Company has not entered into any
agreements for acquisition of assets from or for
transferring its assets to its directors, or the directors

33
 NAGARJUNA OIL REFINERY LIMITED

Balance Sheet As At March 31, 2017

` in Lakhs
Particulars Note As At Mar 31, 2017 As At March 31, 2016
I. EQUITY AND LIABILITIES
Shareholders' Funds
(a) Share Capital 3 4,281.82 4,281.82
(b) Reserves and Surplus 4 8,190.59 12,472.41 32,179.46 36,461.28

Non-Current Liabilities
(a) Long-Term Borrowings 5 1,484.80 1,118.80
(b) Long-Term Provisions 6 11.63 1,496.43 8.29 1,127.09

Current Liabilities
(a) Short Term Borrowings 7 100.00 100.00
(b) Trade Payables 8
(A) Micro, Small, Medium Enterprises
(MSMEs) - -
(B) Other than MSMEs 3.73 3.21
(c) Other Current Liabilities 9 40.04 41.22
(d) Short Term Provisions 6 6.00 149.77 10.52 154.95
Total 14,118.61 37,743.32

II. ASSETS
Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets 10 118.21 120.31
(b) Non-Current Investments 11 14,000.00 14,118.21 37,622.00 37,742.31

Current Assets
(a) Cash and Cash Equivalents 12 0.02 0.53
(b) Short-Term Loans and Advances 13 0.38 0.33
(c) Other Current Assets 14 - 0.40 0.15 1.01
Total 14,118.61 37,743.32

Corporate Information and 1&2

Significant Accounting Policies

Accompanying Notes form an integral part of the financial statements

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

for M. Bhaskara Rao & Co., K.S. Raju Chandra Pal Singh Yadav
Chartered Accountants Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors

D. Bapu Raghavendra Ankita Mathur A. Sudhakara Rao K. Soma Raju

Partner Company Secretary Chief Financial Officer Manager
Membership No. 213274

Hyderabad
May 26, 2017

34
NAGARJUNA OIL REFINERY LIMITED

Statement of Profit and Loss for the year ended March 31, 2017
` in Lakhs
Particula Note 2016-17 2015-16

Income
Revenue from Operations - -
Other Income 15 0.36 1.54
Total 0.36 1.54

Expenses
Employee Benefits Expense 16 157.39 150.94
Finance Cost 18 12.09 12.01
Depreciation and Amortization 10 2.10 2.12
Other Expenses 19 195.65 167.98

Total 367.23 333.05

Loss before exceptional items and tax (366.87) (331.51)

Exceptional Items 11.1 23,622.00 -
Loss before tax (23,988.87) (331.51)
Tax Expense 24
(a) Current Tax - -
(b) Deferred Tax - -
Loss after tax (23,988.87) (331.51)

Earnings per equity share of

` 1/- each fully paid up
- Basic and Diluted 23 (5.60) (0.08)

Corporate Information and Significant Accounting Policies 1&2

Accompanying Notes form an integral part of the financial statements

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

for M. Bhaskara Rao & Co., K.S. Raju Chandra Pal Singh Yadav
Chartered Accountants Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors

D. Bapu Raghavendra Ankita Mathur A. Sudhakara Rao K. Soma Raju

Partner Company Secretary Chief Financial Officer Manager
Membership No. 213274

Hyderabad
May 26, 2017

35
 NAGARJUNA OIL REFINERY LIMITED

Cash Flow Statement for the year ended March 31, 2017
` in Lakhs
Particulars 2016-17 2015-16

A. Cash Flow from Operating Activities

Loss before Tax (23,988.87) (331.51)
Adjustments:
Depreciation and Amortisation 2.10 2.12
Provision for Diminution in the Value of Investment 23,622.00 -
Operating Profit before working capital changes (364.77) (329.39)
Movements in Working Capital:
Increase/(decrease) in Trade Payables 0.52 1.28
Increase/(decrease) in Long Term Provisions 3.34 6.25
Increase/(decrease) in Current Liabilities (1.18) 24.24
Decrease/(increase) in Short Term Loans and Advances (0.05) (0.07)
Decrease/(increase) in Other current assets 0.15 0.88
Increase/(decrease) in Short Term Provisions (4.52) 10.48

Net cash flow from/(used in) operating activities (366.51) (286.33)

B. Cash Flow from Investing activities

Purchase of Fixed Assets - -

Net cash flow from investing activities - -

C. Cash flow from financing activities

Proceeds from long term borrowings 366.00 239.57
Net cash flow from/ (used in) financing activities 366.00 239.57

Net Increase/(decrease) in cash and cash equivalents (0.51) (46.76)

Cash and cash equivalents as at beginning of the year 0.53 47.29
Cash and cash equivalents as at end of the year 0.02 0.53

Accompanying Notes form an integral part of the financial statements

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

for M. Bhaskara Rao & Co., K.S. Raju Chandra Pal Singh Yadav
Chartered Accountants Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors

D. Bapu Raghavendra Ankita Mathur A. Sudhakara Rao K. Soma Raju

Partner Company Secretary Chief Financial Officer Manager
Membership No. 213274

Hyderabad
May 26, 2017

36
NAGARJUNA OIL REFINERY LIMITED
Notes to Financial Statements for the year ended March 31, 2017
1. Corporate Information:
Nagarjuna Oil Refinery Limited ("the Company") was
incorporated on November 16, 2010 as a public limited company,
primarily engaged in the business of promoting, conceiving,
planning, coordinating, executing and monitoring setting up of
any business projects relating to extraction of oil by any means
within India and / or elsewhere in the world, either directly or
through one or more special purpose vehicles and to enter into
partnership, agreements, raise funds in order to carry out any
one or more of the aforementioned activities. In terms of the
Composite Scheme of Arrangement and Amalgamation of
Nagarjuna Fertilizers and Chemicals Limited, Kakinada Fertilizers
and Chemicals Limited, iKisan Limited and Nagarjuna Oil Refinery
Limited, the Company took over all the assets pertaining to the
oil business undertaking of erstwhile NFCL w.e.f April 1, 2011.
The accounting policies adopted in the preparation of financial
statements are consistent with those of the preceding year.
2. Significant Accounting Policies:
2.1. Basis of accounting and preparation of financial statement
The financial statements of the Company have been prepared in
accordance with the Generally Accepted Accounting Principles
in India (“Indian GAAP”) to comply with the Accounting Standards
specified under Section 133 of Companies Act, 2013, read with
Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant
provisions of the Companies Act, 2013 (“the 2013 Act”) /
Companies Act, 1956 (“the 1956 Act”), as applicable. The financial
statements have been prepared on accrual basis under historical
cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those of the preceding year.
2.2. Use of Estimates:
The preparation of financial statements in conformity with Indian
GAAP requires the management to make estimates and
assumptions that affect the reported amount of assets and
liabilities (including contingent liabilities) and the reported
income and expenses during the year. The management believes
that the estimates used in preparation of the financial statements
are prudent and reasonable. Future results could differ due to
these estimates and the differences between the actual results
and the estimates are recognised in the periods in which the
results are known / materialise.
2.3. Fixed Assets:
Fixed assets are carried at cost of acquisition or construction less
accumulated depreciation and impairment losses, if any. The
cost of fixed assets includes non-refundable taxes, duties, freight
and other incidental expenses related to the acquisition and
installation of the respective assets. Borrowing costs directly
attributable to acquisition or construction of fixed assets which
necessarily take substantial period of time to get ready for their
intended use are capitalised.
2.4. Depreciation:
Depreciable amount for assets is the cost of an asset, or other
amount substituted for cost less its estimated residual value.
Depreciation on tangible fixed assets has been provided on the
straight line method as per the useful life prescribed in Schedule
II to the Companies Act, 2013.
Where the cost of a part of an asset is significant to the total cost
of that asset and its useful life is determined to be different
from the useful life of the remaining asset, depreciation on such
part is computed in accordance with its respective useful life.
2.5. Impairment of Assets:
The Company assesses at each balance sheet date whether there
is any indication that an asset may be impaired. If any such
indication exists, the Company estimates the recoverable
amount of the asset. If such recoverable amount of the asset or
the recoverable amount of the cash generating unit to which the
asset belongs is less than its carrying amount, the carrying amount
is reduced to its recoverable amount. The reduction is treated as
an impairment loss and is recognised in the Statement of Profit
and Loss. If at the balance sheet date there is an indication that
if a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at
the recoverable amount subject to a maximum of depreciated
historical cost.
2.6. Investments:
Investments are classified as Non-Current and Current. Long term
Investments are carried at cost less provision for other than
temporary diminution, if any, in value of such investments.
Current investments are carried at lower of cost and fair value.
2.7. Foreign currency transactions:
Foreign currency transactions are accounted at the exchange
rates prevailing on the date of transaction. Gains and losses
resulting from settlement of such transactions are recognised in
the Statement of Profit and Loss.
Liabilities related to foreign currency transactions incurred to
acquire fixed assets remaining unsettled at the end of the year
are translated at year end rates. The difference arising on such
translation and realized gain or loss is adjusted to the cost of
respective fixed asset.
Monetary assets and liabilities related to foreign currency
transactions remaining unsettled at the end of the year are
translated at year end rates. The difference in translation of
monetary assets and liabilities and realized gain and loss on
foreign currency transactions are recognised in the Statement
of Profit and Loss.
Premium or discount arising on forward exchange contracts is
recognized in the Statement of Profit and Loss.
2.8. Borrowing Costs
Borrowing costs that are attributable to the acquisition or
construction of qualifying assets are capitalised as part of the
cost of such assets. A qualifying asset is one that necessarily
takes substantial period of time i.e. more than twelve months
to get ready for its intended use. All other borrowing costs are
charged to the Statement of Profit and Loss.
2.9. Employee Benefits:
Liability for employee benefits, both short and long term, for
37
 NAGARJUNA OIL REFINERY LIMITED

present and past services which are due as per the terms of
employment are recorded in accordance with Accounting
Standard (AS) 15 “ Employee Benefits”.
2.9.1. Gratuity: In accordance with the Payment of Gratuity Act,
1972 the Company provides for gratuity covering eligible
Employees. Liability on account of gratuity is covered by a policy
with Life Insurance Corporation (LIC) of India and the annual
contributions are paid / provided in accordance with the scheme.
2.9.2. Superannuation: The Company makes monthly
contribution to an approved superannuation fund covered by a
policy with LIC of India. The Company has no further obligation
beyond the monthly contribution and is accounted on accrual
basis.
2.9.3. Compensated Absences: Liability for compensated absence
is provided on the basis of valuation by an independent actuary
as at the year end.
2.9.4. Provident Fund: The Company’s contribution towards
provident fund, administered and managed by an approved
trust, is charged to the Statement of Profit and Loss on accrual
basis.
2.10. Earnings Per Share : Basic earnings per equity share is
computed by dividing the net profit for the year attributable to
the Equity Shareholders by the weighted average number of
equity shares outstanding during the year. Diluted earnings per
share is computed by dividing the net profit for the year, adjusted
for the effects of dilutive potential equity shares, attributable
to the Equity Shareholders by the weighted average number of
the equity shares and dilutive potential equity shares outstanding
during the year except where the results are anti-dilutive.
2.11. Taxes:
2.11.1. Current Tax: Provision for current tax is made based on
the taxable income computed for the year under the Income Tax
Act, 1961.
3. Share Capital
Particulars
No. of Shares
Authorised
Equity Shares of ` 1/- each 50,00,00,000
Issued, Subscribed and Fully Paid Up
Equity Shares of ` 1/- each 42,81,81,821
2.11.2. Deferred Tax: Deferred tax is recognised on timing
differences, being the differences between the taxable income
and the accounting income that originate in one period and are
capable of reversal in one or more subsequent periods. Deferred
tax is measured using the tax rates and the tax laws, enacted or
substantially enacted as at the reporting date. Deferred tax
liabilities are recognised for all timing differences. Deferred tax
assets in respect of unabsorbed depreciation and carried forward
losses under the Tax Laws are recognised only if there is virtual
certainty supported by convincing evidence that there will be
sufficient future taxable income available to realise such
assets. Deferred tax assets are recognised for timing differences
of other items only to the extent that reasonable certainty exists
that sufficient future taxable income will be available against
which these can be realised. Deferred tax assets are reviewed at
each Balance Sheet date for their realisability.
2.12. Contingencies:
The Company recognises provisions when there is present
obligation as a result of past event and it is probable that there
will be an outflow of resources and reliable estimate can be
made of the amount of the obligation. A disclosure for Contingent
liabilities is made when there is a possible obligation or present
obligations that may, but probably will not, require an outflow
of resources. Contingent assets are neither recognised nor
disclosed in the financial statements.
2.13. Cash Flow Statement : Cash flows are reported using the
indirect method, whereby profit / (loss) before extraordinary
items and tax is adjusted for the effects of transactions of non-
cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing
and financing activities of the Company are segregated based
on the available information.“Cash comprises cash on hand and
demand deposits with banks. Cash equivalents are short-term
balances (with an original maturity of three months or less from
the date of acquisition), highly liquid investments that are
readily convertible into known amounts of cash and which are
subject to insignificant risk of changes in value.
March 31, 2017 March 31, 2016
` in Lakhs No. of Shares ` in Lakhs
5,000.00 50,00,00,000 5,000.00
4,281.82 42,81,81,821 4,281.82

3.1 Reconciliation of the Number of shares outstanding at the beginning and at the end of the reporting year.
March 31, 2017 March 31, 2016
Particulars
No. of Shares ` in Lakhs No. of Shares ` in Lakhs
Equity Shares of ` 1/- each
Balance at the beginning of the year 42,81,81,821 4,281.82 42,81,81,821 4,281.82
Add: Issued during the year - - - -
Balance at the end of the year 42,81,81,821 4,281.82 42,81,81,821 4,281.82

3.2.Rights, Preferences and Restrictions attached to equity shares

The Company has only one class of equity shares having a par value of ` 1/- per share. Each holder of equity shares is entitled to one vote
per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.

38
NAGARJUNA OIL REFINERY LIMITED

3.3. Details of shareholders holding more than 5% of the Shares

March 31, 2017 March 31, 2016
Particulars
No. of shares % of holding No. of shares % of holding
Equity Shares of ` 1/- each
Nagarjuna Management Services Private Limited 7,14,47,812 16.69 7,14,47,873 16.69
(Refer Note 3.3.1.1)
Nagarjuna Holdings Private Limited (Refer Note 3.3.1.1) 3,11,03,149 7.26 3,14,78,300 7.35
Zuari Global Limited 98,21,310 2.29 2,93,34,310 6.85
NFCL Employees Welfare Trust 2,43,56,052 5.69 2,43,56,052 5.69
Amlika Mercantile Private Limited (Refer Note 3.3.1) 2,76,88,691 6.47 79,33,452 1.85
Baron Properties Private Limited (Refer Note 3.3.1.1) - - 1,66,35,427 3.89
White Stream Properties Private Limited
(Refer Note 3.3.1.1) - - 27,44,600 0.64
3.3.1. The Company has received disclosure from Amlika Mercantile Private Limited (Amlika) informing of amalgamation of Nagarjuna
Corporation Limited (NCL) pursuant to a Scheme of Amalgamation approved by the Hon’ble High Court of Bombay at Mumbai on
May 2, 2014 which was made effective on June 19, 2014.
3.3.1.1. Pursuant to the amalgamation, following shares in the Company held by NCL stand vested in Amlika.
In terms of the Composite Scheme of Arrangement and Amalgamation approved by the Hon’ble High Court of Bombay at
Mumbai on September 14, 2012 wherein Nagarjuna Management Services Private Limited (NMSPL), Nagarjuna Holdings
Private Limited (NHPL), Baron Properties Private Limited (BPPL), White Stream Properties Private Limited (WSPPL) got
amalgamated into Nagarjuna Corporation Limited. The equity shares held by NMSPL and NHPL shall be transferred to NCL
after lift of pledge by the banks to whom they are pledged.
3.3.2. As at the year end, shares in the Company totalling to 13,02,39,652 shares i.e. 30.42% stand vested in Amlika.
3.4. Aggregate number of shares issued for consideration other than cash :
42,81,81,821 Equity Shares of ` 1/- each (aggregating to ` 4,281.81 Lakhs) were allotted as fully paid up pursuant to the
Composite Scheme of Arrangement and Amalgamation during the year 2011-12.
4. Reserves and Surplus ` in Lakhs
Particulars March 31, 2017 March 31, 2016
Capital Reserve
Opening Balance 73,483.35 73,483.35
Surplus / (Deficit) in the Statement of Profit and Loss
Opening Balance (41,303.89) (40,972.38)
Add: Net loss after tax for the year (23,988.87) (331.51)
Closing Balance (65,292.76) (41,303.89)
Total 8,190.59 32,179.46

5. Long Term Borrowings (Unsecured) ` in Lakhs

Particulars March 31, 2017 March 31, 2016
Advances from related parties (Refer Note 5.1 and 22) 1,484.80 1,118.80
Total 1,484.80 1,118.80
5.1. The Company is in receipt of the advance from Nagarjuna Fertilizers and Chemicals Limited pursuant to the Composite
Scheme of Arrangement and Amalgamation which was approved by jurisdictional High Courts in Mumbai and Andhra
Pradesh in 2011-12. These advances, in the nature of Loan, are repayable when the company is able to manage its
financial affairs and are interest free. The amount is treated as long term borrowings since repayment of the same may
not occur in the next twelve months.
6. Provisions ` in Lakhs
Non Current Current
Particulars
March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
Provision for Employee Benefits
- Gratuity - - 5.71 10.30
- Leave Benefit 11.63 8.29 0.29 00.22
Total 11.63 8.29 6.00 10.52

39
 NAGARJUNA OIL REFINERY LIMITED

7. Short Term Borrowings (Unsecured) ` in Lakhs Sl. Particulars March 31, March 31,
Particulars March 31, 2017 March 31, 2016 No. 2017 2016
Term Loans from Others 100.00 100.00 A Principal amount remaining unpaid Nil Nil
(Refer Note 7.1)
B Interest due thereon Nil Nil
100.00 100.00 C Interest paid by the Company in Nil Nil
terms of Section 16 of Micro, Small
7.1. Represents amount borrowed from a body corporate and Medium Enterprises
and is repayable in one bullet repayment at the end Development Act, 2006, along with
of the tenure i.e., October 18, 2015. The loan carries an the amount of the payment made
interest rate 12% p.a. As at the year end, the Company to the supplier beyond the
has defaulted in repayment of Principal of ` 100.00 appointed day during the year.
Lakhs for 531 days (Previous year ` 100.00 Lakhs for 166
days) and payment of interest of ` 2.69 Lakhs, ` 2.72 D Interest due and payable for the Nil Nil
Lakhs, ` 2.71 Lakhs, ` 2.17 Lakhs, ` 2.69 Lakhs, ` 2.72 period of delay in making payment
Lakhs and ` 2.72 lakhs for a period of 623 days, 531 (which have been paid but beyond
the appointed day during the year)
days, 439 days, 364 days, 273 days, 181 days and 89
but without adding the interest
days respectively. (Previous year ` 2.69 Lakhs, ` 2.72
specified under Micro, Small and
Lakhs and ` 2.71 Lakhs for a period of 258 days, 166
Medium Enterprises Development
days and 74 days respectively). Act, 2006.
8. Trade Payables (Refer Note 8.1) ` in Lakhs E Interest accrued and remaining Nil Nil
unpaid
Particulars March 31, 2017 March 31, 2016
F Further Interest remaining due and Nil Nil
Trade Payables-Other than Acceptances payable even in the succeeding
(A) Micro, Small, Medium Enterprises - - years, until such date when the
(MSMEs) interest dues as above are actually
paid to the small enterprise.
(B) Other than MSMEs 3.73 3.21
Total 3.73 3.21
9. Other Current Liabilities ` in Lakhs
8.1. Disclosures required under Section 22 of the Micro, Small
Particulars March 31, 2017 March 31, 2016
and Medium Enterprises Development Act, 2006.
Trade payable other than acceptances include certain Interest accrued and due on 21.09 10.27
dues to Micro and Small Enterprises, under the Micro, short term borrowings
Small and Medium Enterprises Development Act, 2006 Statutory Payables 5.29 5.12
that have been determined based on the information Others Payables 13.66 25.83
available with the company and the required
disclosures are given below: Total 40.04 41.22
10. Fixed Assets ` in Lakhs
Particulars Gross Block (at cost) Depreciation Net Block
As At Additions As At Upto For the Upto As at As at
March 31, March 31, March 31, year March 31, March 31, March 31,
2016 2017 2016 2017 2017 2016
Tangible Assets
Buildings 139.28 - 139.28 19.85 2.04 21.89 117.39 119.43
Furniture, Fixtures and 2.93 - 2.93 2.67 0.06 2.73 0.20 0.26
Office Equipment
Vehicles 12.37 - 12.37 11.75 - 11.75 0.62 0.62
Total 154.58 - 154.58 34.27 2.10 36.37 118.21 120.31
Previous Year 154.58 - 154.58 32.15 2.12 34.27 120.31 122.43
11. Non Current Investments - (Unquoted - at Cost)
March 31, 2017 March 31, 2016
Particulars
No. of Shares ` in Lakhs No. of Shares ` in Lakhs
Long Term - Trade
In Associates
In Equity Shares of ` 10/- each fully paid up
Nagarjuna Oil Corporation Limited 77,62,20,000 77,622.00 77,62,20,000 77,622.00
Less: Provision for diminution in the value of investment 63,622.00 40,000.00
(Refer Note 11.1)
14,000.00 37,622.00
Aggregate cost of Unquoted Shares - 77,622.00 - 77,622.00

40
NAGARJUNA OIL REFINERY LIMITED

11.1. The Project undertaken by Nagarjuna Oil Corporation 15. Other Income ` in Lakhs
Limited (NOCL) is in Construction Stage. Project construction was Particulars 2016-17 2015-16
substantially slowed down from the year 2012-13 due to delay in
tying up of equity for a re-assessed cost and effect of ‘Thane Interest Income from banks and others 0.01 1.54
Cyclone’. Gain on foreign currency transactions 0.35 -
Total 0.36 1.54
NOCL’s management's efforts to induct strategic investor/s have 16. Employee Benefits Expense
continued during the current year, and while the financial closure Salaries and Wages 140.72 123.66
is yet to be achieved, meaningful discussions are going on with Contribution to Provident & Other Funds 15.61 26.81
good prospective investors, which may culminate in the financial Staff Welfare Expenses 1.06 0.47
closure being achieved soon.
Total 157.39 150.94
Considering the delay in the induction of partner and
consequently achieving Financial Closure for re-assessed project 17. The disclosure required under Accounting Standard 15
cost, the management, as a prudent measure estimated and “Employee Benefits”
made an additioinal provision of ` 23,622.00 lakhs during the Defined Contribution Plans
year towards diminition in the values of Company’s investment The Company makes Provident Fund and Superannuation
in Nagarjuna Oil Corporation Limited (NOCL) in addition to Fund contribution to defined contribution retirement
` 40,000.00 lakhs provided in the year 2014-15. benefit plans for qualifying employees including whole
time directors. Under the schemes the Company is required
Based on the progress made by NOCL in tying up of equity and to contribute a specified percentage of the payroll costs
financial closure, additional provision, if any, will be made as to fund the benefits. The Provident Fund scheme
additionally requires the Company to guarantee payment
and when considered necessary. of interest at rates notified by the Central Government
from time to time, for which shortfall if any, shall be
12. Cash and Cash Equivalents ` in Lakhs provided for.
Particulars March 31, March 31, Contribution to these Defined Contribution Plans, charged
2017 2016 off during the year are as under: ` in Lakhs
Balance with Banks: Particulars 2016-17 2015-16
in Current accounts 0.02 0.53
Employer’s contribution to 5.59 4.74
0.02 0.53 Provident Fund
12.1. Specified Bank Notes Disclosure (SBN’S) Employer’s contribution to 3.05 2.75
During the year, the Company had specified bank notes or Superannuation Fund
other denomination note as defined in the MCA Employer’s contribution to 0.68 0.64
notification G.S.R. 308(E) dated March 31, 2017. Details of Pension Scheme
Specified Bank Notes (SBN) and Other Denomination Notes
(ODN) held and transacted during the period from November 8, Defined Benefit Plans
2016 to December, 30 2016, are given below: The employees’ gratuity fund scheme managed by Life Insurance
` in Lakhs Corporation of India (LIC) is a defined benefit plan. The present
value of obligation is determined based on actuarial valuation
Particulars SBNs ODNs Total
using the Projected Unit Credit Method, which recognizes each
Closing cash as on period of service as giving rise to additional unit of employee
November 8, 2016 0.10 - 0.10 benefit entitlement and measures each unit separately to build
(+) Permitted receipts - 0.24 0.24 up the final obligation. The obligations and contribution to the
Scheme are routed through Nagarjuna Employees Gratuity Trust
(-) Permitted payments - 0.24 0.24 which is monitoring the gratuity scheme through LIC. The
(-) Amount deposited 0.10 - 0.10 Company has contributed ` 7.22 Lakhs to the scheme during
in Banks the year (Previous Year ` 1.35 Lakhs)
a. Reconciliation of opening and closing balance of Defined
Closing cash on hand as - - -
Benefit Obligation
on December 30, 2016
Gratuity ` in Lakhs
13. Short Term Loans and Advances (Unsecured) ` in Lakhs Particulars March 31, March 31,
Particulars March 31, March 31, 2017 2016
2017 2016 Defined Benefit obligation at 14.11 2.03
Advances recoverable in cash or kind 0.02 - beginning of the year
Postal Deposit 0.29 0.33 Current Service Cost 1.10 0.14
Prepaid Expenditure 0.07 - Interest Cost 1.05 0.16
Actuarial (gain)/loss 0.48 11.78
Total 0.38 0.33 Past service cost - -
14. Other Current Assets Benefits paid - -
TDS receivable - 0.15 Defined Benefit Obligation at the 16.74 14.11
Total - 0.15 end of the year

41
 NAGARJUNA OIL REFINERY LIMITED

b. Reconciliation of opening and closing balances of fair value 19. Other Expenses ` in Lakhs
of plan assets ` in Lakhs Particulars 2016-17 2015-16
Particulars March 31, March 31, Rates and Taxes 0.46 0.46
2017 2016 Legal, Secretarial & other Consultancy 45.13 42.92
Fair value of plan assets at 3.81 2.46 Professional and Consultancy 71.34 63.51
beginning of the year Advertisement and Publicity 1.01 1.81
Expected return on plan assets - - Electricity 0.16 0.12
Actuarial gain/(loss) - - Postage and Telephone 32.33 35.35
Office Maintenance 0.69 0.41
Employer contribution 7.22 1.35
Insurance 15.09 0.09
Benefits paid - - Travelling and Conveyance 2.36 4.03
Fair value of plan assets at year end 11.03 3.81 Printing and Stationery 19.81 14.53
Directors Sitting Fees 1.49 1.88
c. Reconciliation of fair value of assets and obligations
` in Lakhs Auditors' Remuneration 0.98 0.97
(Refer Note 20)
Particulars March 31, March 31, Bank Charges 0.16 0.09
2017 2016 Meeting expenses 3.84 1.44
Fair value of plan assets 11.03 3.81 Miscellaneous 0.80 0.37
Total 195.65 167.98
Present value of obligation 16.74 14.11
19.1. Expenditure in Foreign Currecy ` in Lakhs
d. Expenses recognized during the year under the head Particulars 2016-17 2015-16
“Employee benefits expense" ` in Lakhs
Professional & Consultancy Fee 55.25 -
Particulars 2016-17 2015-16 Total 55.25 -
Current service Cost 1.10 0.14
20. Auditor's Remuneration ` in Lakhs
Interest Cost 1.05 0.16
Particulars 2016-17 2015-16
Expected return on plan assets - -
Actuarial (gain)/loss 0.48 11.78 Fees Towards
Past Service Cost - - Statutory Audit 0.57 0.57
Limited Review 0.35 0.34
Net cost 2.63 12.08
Other Certifications 0.06 0.06
e. Investment Details Total 0.98 0.97
Particulars March 31, March 31, Above fee is inclusive of Service Tax ` 0.13 Lakhs (Previous Year ` 0.12 Lakhs)
2017 2016
21. Contingent Liabilities and Commitments (Not provided for):
L.I.C. Group Gratuity 100% 100%
(Cash Accumulation) Policy 21.1. Contingent liabilities not provided for: Nil
Amount (` In Lakhs) 11.03 3.81 21.2. Commitments:

f. Actuarial assumptions 21.2.1. Other Commitments:

Mortality Table of L.I.C. i . Commitment on account of ‘Sponsor undertaking’
Particulars 2016-17 2015-16 pursuant to the agreement with the lenders and other
shareholders of Nagarjuna Oil Corporation Limited, an
Discount rate (per annum) 6.69% 7.46%
Associate Company, for funding of project cost overrun,
Expected rate or return on plan assets - 8.48% if any, which as at the date of this Balance Sheet are
(per annum) not determinable.
Rate of escalation in salary 6.00% 6.00%
(per annum) i i . Commitment towards all contracts, deeds, bonds,
insurance, Letters of Intent, undertakings,
The estimate of rate of escalations in salary considered in arrangements, policies, agreements (including
actuarial valuation, takes in to account inflation, length of service erstwhile shareholders agreements and investor
and other relevant factors. agreements) and other instruments, if any, relating to
18. Finance Cost oil business undertaking executed by Nagarjuna
Fertilizers and Chemicals Limited which stands
` in Lakhs transferred and vested pursuant to Composite Scheme
of Arrangement and Amalgamation, which as at the
Particulars 2016-17 2015-16 date of this Balance Sheet are not determinable.
Interest on Term Loans - others 12.00 12.00
Interest on delayed payment of TDS 0.09 0.01
Total 12.09 12.01

42
NAGARJUNA OIL REFINERY LIMITED

22. Related party transactions (Disclosures as required by "AS-18 Related Party Disclosures")
Names of related parties and description of relationship.
Associates
i . Nagarjuna Oil Corporation Limited
Key Management Personnel
i . Mr. K.S. Raju, Chairman
i i . Mr. K. Soma Raju, Manager
Relatives of Key Management Personnel
i . Mr. K. Rahul Raju, Director, Son of Mr. K S Raju
Enterprises under Significant influence of Key Management personnel or their relatives
i . Nagarjuna Fertilizers and Chemicals Limited

Related party transactions are as under: ` in Lakhs

Nature of transaction Associates Key Relatives of Enterprises
Management Key Management significantly
Personnel Personnel influenced by
Key Management
personnel
Remuneration
Mr. K.Soma Raju - 1.22 - -
- (1.22) - -
Sitting Fees
Mr. K.S Raju - 0.25 - -
- (0.30) - -
Mr. K.Rahul Raju - - 0.25 -
- - (0.30) -
Advances Received from
Nagarjuna Fertilizers and Chemicals Limited - - - 366.00
- - - (239.57)
Reimbursement of share of Professional &
Consultancy charges / Insurance
Nagarjuna Oil Corporation Limited 15.00 - - -
(60.32) - - -
Note: Figures in brackets represent previous year transactions.
Balances outstanding at the year end March 31, 2017 ` in Lakhs
Nature of transaction Associates Key Enterprises significantly
Management influenced by
Personnel Key Management personnel
Advances Received
Nagarjuna Fertilizers and Chemicals Limited - - 1,484.80
- - (1,118.80)
Other current liabilities
Mr. K Soma Raju - 0.10 -
- (0.10) -
Nagarjuna Oil Corporation Limited 0.32 - -
(10.32) - -
Note: Figures in brackets represent previous year transactions.
23. Earnings Per Share:
S.No. Particulars Unit of 2016-17 2015-16
Measurement
1 Net Loss after tax for the Year ` In Lakhs (23,988.87) (331.51)
2 Number of Equity Shares (Fully Paid up) Numbers 42,81,81,821 42,81,81,821
3 Earnings per Share - Basic and Diluted (Face Value of ` 1/- per Share) [1]/[2] (5.60) (0.08)
Note: The Company has no dilutive instruments as at March 31, 2017, hence Dilutive earnings per share equals to Basic Earnings per
share.

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 NAGARJUNA OIL REFINERY LIMITED

24 Tax Expense:
i) Provision for current tax does not arise since the company has no taxable profits.
ii) Deferred Tax asset (Net): Deferred tax asset is not recognised on account of unabsorbed depreciation and unabsorbed Business
Loss as a measure of prudence.
25. Balances in the accounts of various parties appearing in these statements are subject to confirmations and reconciliations.
26. The figures for the previous year have been restated / regrouped, wherever necessary, to conform to current year classification.

Signatories to Notes “1 to 26”

For and on behalf of the Board

K.S. Raju Chandra Pal Singh Yadav

Chairman Dr. N C B Nath
Lalitha Raghuram
K. Rahul Raju
Directors

Hyderabad Ankita Mathur A. Sudhakara Rao K. Soma Raju

May 26, 2017 Company Secretary Chief Financial Officer Manager

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NAGARJUNA OIL REFINERY LIMITED
SHAREHOLDER INSTRUCTIONS OFR E-VOTING
The instructions for shareholders voting electronically are as under:
(i) The voting period begins on Decembeer 23, 2017 at
9.00 a.m., and ends on December 25, 2017 at 5.00 p.m.
During this period shareholders’ of the Company, holding
shares either in physical form or in dematerialized form,
as on December 19, 2017 may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting
thereafter.
(ii) The shareholders should log on to the e-voting website
www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio
Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on
Login.
(vi) If you are holding shares in demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income
Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
Members who have not updated their PAN with the
Company/Depository Participant are requested to use
the first two letters of their name and the 8 digits of the
sequence number (available on the address label pasted
on the annual report and/or in the email sent to
members) in the PAN field.
In case the sequence number is less than 8 digits enter
the applicable number of 0’s before the number after
the first two characters of the name in CAPITAL letters.
Eg. If your name is Ramesh Kumar with sequence
number 1 then enter RA00000001 in the PAN field.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/
Bank mm/yyyy format) as recorded in your demat account or
Details in the company records in order to login.
OR If both the details are not recorded with the depository
Date or company please enter the member id / folio number
of Birth
in the Dividend Bank details field as mentioned in
(DOB) instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT”
tab.
(ix) Members holding shares in physical form will then directly
reach the Company selection screen. However, members
holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly
note that this password is to be also used by the demat holders
for voting for resolutions of any other company on which they
are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to
share your password with any other person and take utmost
care to keep your password confidential.
(x) For Members holding shares in physical form, the
details can be used only for e-voting on the resolutions
contained in this Notice.
(xi) Click on the EVSN for “Nagarjuna Oil Refinery Limited” to
vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION”
and against the same the option “YES/NO” for voting. Select
the option YES or NO as desired. The option YES implies that
you assent to the Resolution and option NO implies that you
dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the
entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on,
click on “SUBMIT”. A confirmation box will be displayed. If
you wish to confirm your vote, click on “OK”, else to change
your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will
not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click
here to print” option on the Voting page.
(xvii) If a demat account holder has forgotten the changed password
then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by
the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile
app m-Voting available for android based mobiles. The m-
Voting app can be downloaded from Google Play Store. Apple
and Windows phone users can download the app from the
App Store and the Windows Phone Store respectively. Please
follow the instructions as prompted by the mobile app while
voting on your mobile.
(xix) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals,
HUF, NRI etc.) and Custodian are required to log on to
www.evotingindia.com and register themselves as
Corporates.
• A scanned copy of the Registration Form bearing the stamp
and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should
be created using the admin login and password. The
Compliance User would be able to link the account(s) for
which they wish to vote on.
• The list of accounts linked in the login should be mailed
to helpdesk.evoting@cdslindia.com and on approval of
the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of
Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same.
(xx) In case of members receiving the physical copy :
Please follow all steps from sl.no. (i) to sl.no. (xx) above to
cast vote.
In case you have any queries or issues regarding e-voting,
you may refer the Frequently Asked Questions (“FAQs”) and
e-voting manual available at www.evotingindia.com, under
help section or write an email to
helpdesk.evoting@cdslindia.com.
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NAGARJUNA OIL REFINERY LIMITED

46
 NAGARJUNA OIL REFINERY LIMITED


NAGARJUNA OIL REFINERY LIMITED

Registered Office: D.No.8-2-248, Nagarjuna Hills, Punjagutta, Hyderabad - 500082

BALLOT FORM
(The members who are not able to attend the Annual General Meeting can send their assent or dissent in writing in respect of the resolutions
as set out in the notice by sending the duly filled and signed Ballot/ Poll Form to Mr. CSS Krishna, Practicing Company Secretary, (the
Scrutinizer) Flat No.101, Sri Sai Krishna Residency, 1-2-234/13, Aravind Nagar, Domalguda, Hyderabad - 500 029so as to reach him on or before
close of business hours (i.e. 5.00 PM) of December 25, 2017)

Sl.No. Particulars Details

1. Name of the First Named Shareholder
(In Block Letters)
2. Postal Address
3. Registered Folio No./*DP ID No./ Client ID *
(*Applicable to investors holding shares in
dematerialized form)
4. No of shares held

I/ We hereby exercise my/ our vote in respect of Ordinary/Special Resolution enumerated below by recording my/ our assent or dissent to
the said resolution by placing tick () mark at the appropriate box below :

Item No. Resolution I/ We assent to I/ We dissent from

the resolution the resolution
1 Adoption of Financial Statements for the year ended March 31, 2017
and the Directors Report and Auditors Report thereon

2 Appointment of Mr. K Rahul Raju (DIN No. 00015990), who

retires by rotation

3 Ratification of the appointment of M/s. M Bhaskara Rao & Co as

Statutory Auditors of the company for the Financial Year 2017-18

4 Re-appointment of Mr. K Soma Raju as Manager for a period of

three years with effect from August 31, 2017 and payment of
his remuneration.

Place :
Date (Signature of the shareholder)

INSTRUCTIONS FOR FILING THE BALLOT FORM

1. A Member desiring to exercise vote by ballot form may complete the ballot form and send it to the Scrutinizer Mr C S S Krishna
Partner, M/s K B G Associates, Company Secretaries at Flat No.101, Sri Sai Krishna Residency, 1-2-234/13, Aravind Nagar, Domalguda,
Hyderabad - 500 029 appointed by the Company

2. In case of shares held by companies, trusts, societies etc,. the duly completed ballot form should be signed by a person authorized
and accompanied by a certified true copy of the resolution indicating the authorization.

3. Unsigned Ballot Forms will be rejected.

4. Duly completed Ballot Form should reach the Scrutinizer not later than 5.00 PM on December 25, 2017, Monday, at address
mentioned in Point No.1 above.

5. The Scrutinizer's decision on the validity of a Ballot Form will be final.



47
NAGARJUNA OIL REFINERY LIMITED

48
 NAGARJUNA OIL REFINERY LIMITED

NAGARJUNA OIL REFINERY LIMITED

Registered Office : Nagarjuna Hills, Hyderabad - 500 082

7th Annual General Meeting at 3.00 PM on December 26, 2017

at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 073

ADMISSION SLIP
Folio No. /DP ID & Client ID_______________________________________________ Shares Held ______________________________
Please tick whether Member / Joint holder / Proxy Member's or Proxy's Signature _________________________________________
Note: Shareholder / Proxy must bring the Admission Slip to the Meeting and hand it over at the entrance duly signed.

PROXY FORM
[Pursuant to section 105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN : L23200AP2010PLC071242
Name of the Company : Nagarjuna Oil Refinery Limited
Registered Office : D.No.8 -2-248, Nagarjuna Hills, Punjagutta, Hyderabad - 500082
Name of the member(s):
Registered Address :
Email Id:
Folio No./Client ID
DP ID :
I/We, being the member(s) of _____________________________ shares of the above named Company, hereby appoint

1. Name : ______________
Address : ______________
Email Id : ______________
Signature : _____________ or failing him

2. Name : ______________
Address : ______________
Email Id : ______________
Signature : _____________ or failing him

3. Name : ______________
Address : ______________
Email Id : ______________
Signature : _____________ or failing him

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 7th Annual General Meeting of the Company, to be held
on Tuesday, 26th day of December, 2017 at 3.00 PM at Sri Satya Sai Nigamagamam, 8-3-987/2, Srinagar Colony, Hyderabad - 500 073
and at any adjournment thereof in respect of such resolution as are indicated below :

Ordinary Business
1. Adoption of Financial Statements for the year ended March 31, 2017 and the Directors Report and Auditors Report thereon
2. Appointment of Mr. K Rahul Raju (DIN No. 00015990), who retires by rotation.
3. Ratification of the appointment of M/s. M Bhaskara Rao & Co as Statutory Auditors of the Company for the Financial Year 2017-18.
4. Re-appointment of Mr. K Soma Raju as Manager for a period of three years with effect from August 31, 2017 and payment
of his remuneration.

Signed this _____day of _________ 2017

Signature of shareholder Affix
Signature of Proxy holder(s) Revenue

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,
not less than 48 Hours before the commencement of the Meeting.
✁

49