Nayara Energy Ltd Management Discussions

Business Environment Global Oil Market

The global oil demand registered a growth of 1.5 million bpd in 2017 benefitting from lower oil prices and pick-up in industrial demand in both OECD and Non-OECD countries. Oil demand is expected to grow at a similar pace during the forthcoming year, as global economic growth is expected to rise from 3.8% in 2017 to 3.9% in 2018 and 2019 led by upswing in global investment and trade.

Oil demand at the start of 2018 has remained buoyant supported by cold weather in Europe and the US, start-up of new Petrochemical capacity in the US and continued strength in growth in OECD and non OECD countries. China and India together continue to maintain dominance with their share being more than 50% of global oil demand growth.

During the year, the average Dubai crude prices moved higher from USD 51.20/bbl month in March 2017 to USD 62.74/bbl month by March 2018, as global inventories depleted reflecting agreement between OPEC and Non-OPEC producers to cut crude oil production. The agreement has witnessed extraordinarily strong support among the producers providing continued support to the prices. Stronger economic activity and expectations of more robust future global demand also contributed to strengthening of oil prices despite higher production of shale oil in the US.

The decision by the United States to withdraw from the Joint Comprehensive Plan of Action (JCPOA) regulating Irans nuclear activities has switched the focus of oil market to geopolitics. In Venezuela, the pace of decline of oil production is accelerating and by the end of this year output could have fallen by several hundred thousand barrels a day. While there is understandable uncertainty about its potential impact on Irans oil exports, the potential double supply shortfall represented by Iran and Venezuela could present a major challenge.

Oil product markets also outperformed during the past year as stronger demand led to drawdown in inventories. While global oil product demand is forecasted to remain strong, global refining capacity additions and continued higher run rates from refiners are likely to keep the supply balanced over the next year. Nevertheless, the outlook for product margins remains positive for FY19. Gasoline markets buoyed during the past year are expected to grow moderately in 2018 supported by strong vehicle sales in Asia pacific and increase in US employment supporting consumer demand. However, higher flat price and improving vehicle efficiencies may temper consumer demand as we move into 2019. Gasoil remained structurally strong last year on the back of increased economic activity and in the next year too, demand is expected to grow with robust global trade volumes, manufacturing activities and lower inventories. Sustained growth in passenger traffic during the past year supported the Jet fuel or Kerosene demand, which is expected to be boosted by steep growth trajectory in global air travels. Naphtha remained supported last year with higher petrochemical margin, but higher flat prices and increasing petrochemical supply from US may erode some Naphtha margins as we move into 2019.

One of the biggest and most pressing issues concerning the oil markets is the change in marine fuel specifications mandated by the International Maritime Organisation (IMO), which comes into effect on 1st January 2020. The new regulations, aimed at reducing marine and air pollution from shipping, will cause a switch out of high sulphur fuel oil into marine gasoil or a new very low sulphur fuel oil. The total demand for oil products will not be dramatically altered, but would impact the product mix. Responses to IMO 2020 will transform both the shipping and refining industries, and are likely to have a significant impact on crack spread relationships both for fuel oil and for middle distillates.

Indian Oil Market

The Indian Government too has taken steps towards reducing pollution by tightening the vehicular emission norms throughout the country. As part of this roadmap, the Government had implemented Bharat Stage (BS) IV emission norms throughout the country from April 1, 2017. The Government also implemented Bharat Stage (BS) VI emission norms in the National Capital Territory Region (Delhi) from April 1 2018, considering the serious pollution levels in the national capital region and adjoining areas. As a next step, the entire country is poised to implement the stricter BS VI emission norms from April 1, 2020 skipping BS-V norms altogether.

Meanwhile, Indias oil demand continued to demonstrate strong growth in 2017-18. LPG demand was boosted by the governments Ujjwala Yojana scheme for promoting usage of LPG as domestic cooking fuel. Growth in infrastructure boosted bitumen demand for road construction while robust vehicle sales led demand growth in transportation fuels like diesel and gasoline. Diesel demand growth was also supported by expansion in manufacturing, construction and agriculture activity. With the Indian economy forecasted by IMF to grow at 7.4% in 2018 and beyond, the domestic oil demand growth expectations remain robust.

Our Operations

Refinery and Trading Performance

Performance of the refinery during last financial year proved to be the best in class with respect to the global peer group. The Refinery continued its stellar performance in FY 2017-18 by processing 20.69 MMT crude against its rated capacity of 20.00 MMT. We maintained highest operating rates of all the process, auxiliary and utilities units. Safe and Reliable operations of the Refinery Units resulted in highest ever High Speed Diesel production during FY 2017-18 at 10,426 KT, surpassing previous years record of 10,043 KT. With continual steep fall in domestic kerosene demand, your Company successfully maximized capability to make Jet fuel/ATF. The Refinery also received its highest ever crude intake of 19.1 MMT through SPM.

We have continued our focus to improve refining margin through operational excellence. In response to changing market dynamics, and with the country wide domestic specifications of Diesel moving to 50 ppm Sulphur (from 350 ppm) from April 17, we could successfully execute and implement various innovative initiatives to increase the availability of sweet low value light distillate streams for upgrading to domestic Diesel. During the year, Nayara undertook major operational excellence and process units optimization measures to significantly enhance capability to produce BS VI Gasoline production.

We continued to work hard and strive to make cleaner fuels for the society. As part of this commitment, during FY 2017-18, we have successfully implemented Naphtha up gradation Project, through major revamp of Naphtha Hydro-Treater unit (NHT) and Isomerization (ISOM) unit in a record time. Both these units got commissioned in February 2018 and achieved the intended revamped design capacity and product quality. This is one more testimony to our diligent and disciplined project execution track record. Revamp of Continuous Catalytic Regeneration (CCR) unit is planned to be completed during the forthcoming shutdown planned in FY 2018-19.

Despite OPEC crude production cuts, and geopolitical uncertainties among some major crude producers, our Vadinar Refinery continued to maintain its leadership in Crude basket optimization, and achieved highest percentage of advantaged/ tough crudes in the country. Nayara Energy is Indias lowest overall Crude API processing Refinery in the country. During FY 2017-18, Refinery has processed 92.9% of Heavy and Ultra-Heavy crudes & 7.1% of Light Crudes and produced 84.6% Distillates (27.0% Light Distillates and 57.6% Middle Distillates). Our Refinery is capable of processing widest range of Crudes.

With smart designing and execution of process improvement investments, Refinery has further expanded its logistics capability of handling Ultra-Heavy and advantaged crudes. During the year, Refinery expanded its basket of Heavy and Ultra Heavy crudes by processing three new opportunity crude grades and achieved milestone of processing 100 crude grades/feed stocks till date.

In our drive of achieving competitive leadership & enterprise excellence, Nayara launched premium Gasoline (niche high RON & MON/Low Sulfur) grades for the export market and thereby creating value and fulfilling strategic outreach of product placement. During the year, we have completed installation and completion of third Diesel blending header and upgraded Blending Automation System for Gasoline and Diesel. In our pursuit of expanding product portfolio and maximizing the value addition of domestic product mix, our Company started production and sales of Light Diesel Oil (LDO).

Marketing performance FY 2017-18

Retail

We continued to expand our retail network to include 1043 new retail outlets with the total number at 4473 as at March 31, 2018. The total number of new retail outlets added by the industry stood at 2900. Strong industry growth in retail continued with MS growth of 10.2% and HSD growth of 7.3% over the previous year. Our focus continued to be operating on franchise model with offerings in non-fuel retail segment in the current portfolio of retail assets.

The petroleum product demand in India continues to demonstrate strong growth supported by growth in the Indian economy, increase in per capita income, growth in vehicle ownership and the focus on infrastructure spending. Despite the challenges such as high logistics cost, increase in crude prices etc., the outlook is positive given the growing car and two-wheeler penetration and road freight movement.

Domestic Supply

We remained the preferred supplier to National Oil companies in the country and supplied 5.4 MMT products during the year.

We also improved procurement of products from national oil companies thereby improving margins and service levels in supply to our retail network.

We handled a domestic throughput of 10.7 MMT at Vadinar Refinery, an increase of 20% over previous year. On Logistics front, we initiated and provided vehicle tracking system on all contracted vehicles which helped in improvement in efficiency of tank truck fleet.

In order to meet growing requirement of retail and B2B sales, we started construction of two major state of the art depots in Maharashtra and Rajasthan. Maharashtra depot is nearing completion and is expected to be completed in August 2018.

Information Technology

In FY17-18, the Company has successfully completed migration of its IT Infrastructure & Application landscape from previous owners into an independent setup of the Company with an aim to build a robust, sustainable technology platform and implement next generation technologies to transform Nayara Energy into a digitally enabled organisation.

We have taken sustained efforts to ensure high reliability of its business-critical systems. Among the major milestones of this work are the Cyber security program to protect information assets; the creation of a core for a new highly reliable communication network; 24x7 availability of support resources in case of incidents and technological work; stabilisation of IT setup post separation from erstwhile group and connect with various IT OEMs to align existing IT systems to best practices. The downtime of critical business systems has been maintained at less than 1% for the year. Highly critical services of data transportation between the business & operations systems were running 99.9% of time. This has ensured the continuity of the main services to business functions.

The Company has implemented new generation IT automation programs to expedite support to end-users as well as to better manage existing business applications & infrastructure setup. This has helped to create a platform for technology transformation and to lay a foundation for future roadmap. This has also helped to redeploy resources from mundane activities to future proofing activities.

Financial Performance

Operating Performance

Your Company generated gross revenue from operations of Rs.85,588.21 crore for the financial year ended March 31, 2018, as compared to Rs.72,084.57 crore for the financial year ended March 31, 2017. The increase in revenue was mainly due to higher realisation from sale of petroleum products on account of higher product prices and higher domestic sales.

Current Price Gross Refinery Margin (CP GRM) was marginally lower at USD 8.95/bbl in FY 2017-18 as against USD 9.14 /bbl in FY 201617. Earnings before interest, tax, depreciation and amortisation (EBITDA) was lower by 41% to Rs.6,623 crore from Rs.11,188 crore in the preceding financial year mainly on account of lower margin, lower interest income and higher forex fluctuation on outstanding foreign currency liabilities compared to forex gain in the preceding year.

The Company earned a net profit after tax (PAT) of Rs.280 crore in the current financial year against a loss of Rs.2,673 crore in the preceding financing year, mainly due to certain one-time exceptional items taken in previous financial year including non-recovery of certain dues and loss incurred in the process of disposal of E&P division.

Considering the accumulated losses of previous years, the Board has not recommended any dividend for the financial year ended March 31, 2018. Further, no amounts are proposed to be transferred to the General Reserve except for transfer of Rs.10.57 crore from Debenture Redemption Reserve to General Reserve, during the financial year.

Refinancing of Long Term Loans

The Company undertook a comprehensive exercise to refinance the entire debt of the Company and its subsidiaries, with an objective to optimize the interest cost, elongate the loan maturity profile in line with the useful life of the assets and align the loan covenants with the enhanced credit profile of the Company.

We successfully completed the refinancing program for entire rupee denominated debt, thereby achieving substantial savings in interest cost, elongation of the maturity profile of various loan facilities up to 12 years and relaxation in the restrictive covenants, providing more flexibility in operations and further potential for growth. The Company will continue to strive for further optimization of its interest cost and capital structure by tapping the opportunities as and when available in the market.

Credit Rating

The credit rating of the Company was upgraded by three notches from "A" to "AA" by CARE Ratings. The credit rating of two key subsidiaries, Vadinar Power Company Limited (VPCL) and Vadinar Oil Terminal Limited (VOTL), was also obtained for the first time, which was "AA", in line with the rating of the Company. The improvement in the credit rating is primarily a result of refinancing of long term debt, significant improvement in assets and liability profile, de-risking of operations due to integration of assets viz. VOTL and VPCL, change in ownership with strong shareholders and change in management team, comprising of highly experienced, skilled and competent personnel.

Standalone and Consolidated Financial Statements

Nayara Energy has successfully implemented Indian Accounting Standards (Ind AS) effective from FY 2016-17. All numbers including comparative numbers for FY 2016-17 represented in financial statements are based on IND AS. The standalone financial statements for the financial year ended March 31, 2018 form part of the Annual Report.

The audited Consolidated Financial Statements of the Company as required under Section 129 of the Companies Act, 2013 also form part of this Annual Report.

Holding, Subsidiary, Joint Venture and Associate Companies Holding Company

The Directors had, in their last Report, informed about acquisition, on August 18, 2017, of 49.13% stake in the share capital of the Company by Petrol Complex Pte Ltd (now renamed as Rosneft Singapore Pte. Ltd.), a subsidiary of PJSC Rosneft Oil Company and another 49.13% stake in share capital of the Company by Kesani Enterprises Company Limited, a consortium led by Trafigura Group and UCP Investment Group.

Accordingly, the erstwhile Promoter entity Essar Energy Holdings Limited (EEHL) ceased to be holding company effective from August 18, 2017. Post transfer of securities as aforesaid, the Company does not have any holding company.

Subsidiary and associate companies

During the financial year 2017-18, the Company acquired balance stake of 73.99% in equity share capital and entire preference share capital of Vadinar Power Company Limited (VPCL) and 97.63% stake in Vadinar Oil Terminal Limited (VOTL). With acquisition of controlling stake in VOTL, the Companys shareholding (direct and indirect) in Vadinar Liquid Terminals Limited increased to 51% making it a subsidiary. Further Enneagon Limited, a subsidiary of VOTL, also became a step-down subsidiary of the Company.

The Company has, on July 31, 2017, transferred its entire stake in the Equity Share Capital of Essar Oil and Gas Exploration and Production Limited (EOGEPL) and therefore EOGEPL ceased to be a subsidiary company of the Company.

A report on the performance and financial position of each of the subsidiaries and associates, in Form AOC-1 forms part of Annual Report and hence is not repeated here for the sake of brevity.

The Financial Statements of these subsidiaries are uploaded on the website of the Company in compliance with Section 136 of the Act. Further, the Financial Statements of these subsidiaries and other related information will be made available to any member of the Company/its subsidiary(ies) seeking such information at any point of time and are also available for inspection by any member at the Registered Office/Corporate Office of the Company.

Our People

As the organization went through management and brand changes during transition, we remained focused on ensuring continuity of the excellent past performance and consolidation of the base for growth. Employees during the year were the pivots of change and our emphasis was on strategic workforce planning, new management integration & transition, corporate office development, talent attraction, talent development, employee wellness, introduction of people friendly policies, digital solution and overall operational efficiency. Human resource team acted as the bridge between employees and the new management addressing and closing all ambiguities.

Talent and Leadership

At Nayara Energy, we recognize that it is not only important to attract and retain the right talent; but also crucial to build capability thereby enabling leadership continuity and build succession management pool. In view of the same career conversations focusing on employees aspirations, career achievements, training and development needs were conducted. These conversations played a pivotal role in aligning and engaging critical talent with organizations cultural and business objectives. In addition several monetary and non-monetary initiatives like stay interviews, retention dialogues, job rotation, management development programs and interaction with leadership were taken during the year to keep critical talent engaged. The strength of the leadership pipeline has resulted in most of the senior and middle management positions being filled through job rotations-role enhancement, role enlargement and role changes. Despite the organization being in a state of transition and change it saw very low attrition in key critical talent base.

Learning and Development

Nayara Energy saw a growing emphasis on Health and Safety training and Retail capability building. Awareness sessions were conducted for expats on statutory laws and compliance (in both home and host country), expat payroll management, immigration, housing, schools, relocation and cross-culture orientation. The current year also ushered in significant increase in leadership development efforts through executive coaching, leadership workshops and management development programs in collaboration with premium management institutes in India. Health and wellness of employees was the focus of Nayara Energy. Health camps, nutrition talks and health talks on World Heart Day were conducted in FY 2017-18. Employee assistance program for employees in remote areas continued to address stress due to personal and professional reasons. Health Insurance for all employees, their spouse and parents was introduced to reinforce the care for employees health & wellbeing. Digital solutions like SAP Success-Factor performance management system enabled employees to not only capture goals, self-assess and submit for review but also record developmental goals for the future which can be tied to Development and Career decisions.

POSH and Safe Working Environment for Women

In accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [Prevention of Sexual Harassment (POSH) Act], the Company has set up POSH Committee in Mumbai and Vadinar to promote a safe working environment for women. The Company emphasizes the need for regular awareness and training session for both male and female employees to sensitize them on the issue. Posters and E-mailers are being used at regular intervals to ensure recall of the POSH guidelines and Committee members. We had no POSH complaints registered in the current financial year.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee named as CSR, Safety and Sustainability Committee. The Board of Directors on the recommendations of the Committee, has adopted a CSR Policy indicating the activities to be undertaken by the Company. The policy can be accessed on the Companys website at the link https://www.navaraenergv.com/investors-governance.

The annual report on CSR containing the details of the CSR Policy adopted by the Company, and other particulars specified in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure-A. The Company had budgeted to spend about Rs.25 crore for the financial year 2017-18. The Company spent an amount of 13.14 crore during the financial year. The lower spend was on account of the following reasons: (a) The CSR Strategy was reviewed after the acquisition of the Company and presented to the reconstituted CSR Committee. The CSR committee decided to enhance focus on projects targeted at surrounding villages and accordingly, national level projects relating to promotion of art and culture proposed in the original CSR plan for financial year 2017-18 were dropped. (b) Feasibility reports of two major projects included in the CSR plan for financial year 2017-18 i.e. E- health program and establishing multi skill center was completed and implementation of these programs will commence in FY 2018-19 as against the original plan for commencement in FY 2017-18.

The CSR initiatives as per the focus areas of the Company during the year included the following:

 

Health & Sanitation

• Community Health Project is providing integrated healthcare solutions in 13 villages surrounding the Refinery, ensuring access to basic healthcare services to more than 50,000 people.

• Nutrition Support programme is reaching out to 400 critical TB patients of Devbhumi Dwarka. The aim of the program is the complete elimination of the disease from the district by 2025.

• Solid Waste Management Project is reaching out to more than 20,000 people in 5 villages.

Education Programme

• Gramshiksha is an overarching program on education in 15 villages, aims to ensure all the children (including drop outs), in the age group of 15-25 should complete their 10th std. by 2025.

• The Educational Innovation Project is strengthening the Educational Innovations and Research in primary education in Gujarat, reached out to more than 50,000 teachers.

Farm & Non-Farm based income generation

• The Livelihood enhancement program aims to double the income of farmers & livestock owners by addressing issues like low land productivity, ground water depletion, lack of availability of health services for cattle, among others, reaching out to more than 10,000 families directly or indirectly.

• The Integrated Lab for soft-skills development (ILabss) is imparting soft skills education to nearly 400 students of ITI Khambhaliya, Gujarat every year.

• Stitching Centre in Vadinar is helping to provide sources of alternate income to women. More than 400 women have received training at the stitching Centre so far.

Environmental Sustainability

• Water Resource Development & Management Program aims to address the issue of water scarcity and improve the level of water quality in 12 refinery surrounding villages. Additional 2.16 MCM of water storage capacity created through various harvesting structures constructed during the year.

• Waste Paper recycling unit is being run as a women enterprise, aims to contribute towards environment sustainability and enhance the income level of these women.

• The Leadership Development program with Acumen India is designed to connect and cultivate the next generation of social change agents with the audacity and skills to address the problems of poverty. Total 20 Acumen Fellows trained during the year.

Infrastructure/Rural Development

• Infrastructure development projects carried out to improve the physical infrastructure in the villages. Total 4 Community Centres, 1 Gaushala were constructed in 5 surrounding villages, besides other small infrastructure repairing work.

Safety

Our Refinery at Vadinar continued to undertake several initiatives during the year ranging from Environmental Protection Initiatives, Safety Campaigns, Strengthening of process safety to institutionalising a culture of continual learning. The refinery achieved a Lost Time Injury (LTI) free year achieving a record 3,651 LTI free days for employees and 3,236 major fire free days as on April 1, 2018. The overall process safety event frequency rate of the Refinery for the years (FY 2016-17 and FY 2017-18) was maintained at 0.20.

The Refinery Management System (certified in accordance with ISO 9001, ISO 14001 & OHSAS 18001) have been enhanced. Now, OHSAS 18001 is giving way to ISO 45001. Documents and records have been changed according to the requirements of revised Management Systems by June 2018.

To enhance safety culture among the employees, a special campaign was organised to enhance off the job safety outside the gate of the Refinery. The campaign was carried out involving school students by performing door to door campaigns at the Refinery Township and houses at Jamnagar explaining them about safe behaviour on the roads. Road shows like skits, dramas and shadow acts were also performed in township and at Refinery.

Refinery received several awards during the financial year, notably International Safety Award from British Safety Council; Excellent Energy Efficient Unit award from CII; National Safety Award from DGFASLI, Ministry of Labour and Employment, Government of India; Excellence in Management of Environment from Indian Chemical Council; CII (WR) Safety and Health and Environment (SHE) Excellence & Innovation Award.

Risk Management

In the evolving and the fast changing business environment, risk management is an integral part of day-to-day business activities in the Company as it faces several financial, treasury and market risks and non-financial risks such as investment, operational, legal & compliance, health, safety & environment, cyber, reputational, geo-political, security risks, etc.

We established robust enterprise risk management systems, developed and implemented appropriate policy frameworks to manage price, treasury & market risk management and enterprise risk management. The risks are monitored by the Board of Directors through the Audit Committee. In the opinion of the Board, with the Risk Management Policy framework, the Company is identifying and mitigating against all possible risks.

The Company documents and maintains updated risk registers pertaining to all its business divisions, functions, and departments capturing the potential business risks, risk category, likelihood of risk occurrence, severity or impact of the risk, magnitude and manageability of the risks and risk response plans and/or internal control measures.

The Company effectively addresses its key risks by implementing appropriate and adequate risk response plans and/or internal control measures that brings down the risks to acceptable and manageable levels.

Internal Financial Controls and Their Adequacy

The Company has in place a system and framework of Internal Financial Controls. This framework provides a reasonable assurance regarding the adequacy of operating effectiveness of controls with regards to reporting, operational, and compliance risks. The framework ensures that the Company has policies and procedures for ensuring orderly and efficient conduct of the business, safeguarding of assets of the Company, accuracy and completeness of accounting records, and timely preparation of financial information. The Company has devised appropriate systems and framework including proper delegation of authority, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

The Company has also developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes a risk and control matrix covering entity level controls, process and operating level controls and general IT controls. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

The entity level policies include anti-fraud policies such as code of conduct, conflict of interest, confidentiality and whistle blower policy and other policies (viz. organization structure, HR policies, IT security policies).

During the year, controls were tested and no material weakness in design and effectiveness were observed. Nonetheless we recognize that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations, including the measures against bribery, corruption and corporate fraud, as well to manage conflict of interest situations. To maintain these standards at highest level, the Company encourages its employees and other stakeholders, who have concerns about the actual or suspected improper conduct or behaviour to come forward and express these concerns without fear of punishment or unfair treatment.

Towards this end, the Company has established a Vigil Mechanism process by adopting a revised Hotline Whistle Blower Policy during the year. The policy aims to not only protect the identity of the "Whistle-blower" but also protect him/her from any subsequent retribution within the system by any affected party. This policy outlines the procedures for reporting through various Hotline Whistle-blower Complaints Channels (Email, Web Interface, Toll Free Telephone, In Person and Letter/Post), handling, investigating, and deciding on the course of action to be taken in case inappropriate conduct or behaviour is noticed, reported, or suspected. The policy also has a process for providing direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The details of the Hotline Whistle-blower Policy and Hotline Whistleblower Complaints Redressal Mechanism can be accessed on the website of the Company at the link https://www.navaraenergv.com/ investors-governance.

	For and on behalf of the Board of Directors
	Charles Anthony Fountain
	Executive Chairman
	(DIN-07719852)
July 5, 2018
Mumbai