Annual Report for 2012-13 - Mangalore Refinery and ...

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Annual Report 2012-13 31.14 AuditorÊs Remuneration: (` in Million) Particulars 2012-2013 2011-2012 As Auditor 1.90 1.50 For taxation Matters 0.53 0.38 For Certifi cation Fees 0.92 1.83 Reimbursement of Expenses 1.17 1.71 31.15 Consumption of Raw Materials, Trading Goods, Stores, Spares and Chemicals (` in Million) Particulars Value in ` Million 2012-2013 2011-2012 (%) Value in ` Million Raw Material: Crude Oil Imported 574,921.62 87.91% 444,149.46 86.69% Indigenous 79,026.98 12.08% 68,100.07 13.29% CRMB Modifi er Cost Imported - - - - Indigenous 52.79 0.01% 117.82 0.02% Total 654,001.39 100.00% 512,367.35 100.00% Trading goods 0.43 0.15 Stores, Spares and Chemicals (Gross) Imported 544.28 54.93% 407.07 42.84% Indigenous 446.61 45.07% 543.04 57.16% Total 990.89 100.00% 950.11 100.00% 31.16 The details about Non-resident shareholders are as follows: Particulars As on 31.03.13 As on 31.03.12 Number of Non-resident 19,536 20,434 shareholders No. of shares held by Nonresident 16,946,878 26,447,524 shareholders Dividend remitted to Nonresident shareholders during the year ` 21.54 Million ` 42.42 Million 31.17 Loans and Advances : Loans and advances (Note 14) include refund claims for Custom Duty on project imports ` 378.71.Million (Previous year ` 378.71 Million) and Commercial Taxes ` 158.30 Million (previous year ` 548.48 Million). A (%) further refund due towards Commercial Taxes ` 2,884.43 Million is also included therein for which there is a matching liability to pay to customers on receipt of the refund which is included under other current liabilities - liability for statutory payments( Note 10). 31.18 Commercial Tax incentives: 31.18.01 The Company, as per the Government of Karnataka notification, is entitled to Sales Tax deferment loan as follows: Refinery Project Phase II (6 MMTPA) Amount (` in Million) Availment period 2,500.00 per annum * 14 years from the date of issue of notifi cation viz., 14th August 2000 * Can also be availed as exemption of CST. 31.18.02 The Sales tax deferment loan shown under Unsecured Loans (Note-4) includes a sum of ` Nil (Previous Year ` 290.17 Million) relating to CST on excise duty included under refund from Commercial Tax Department ( Note 20) for the years 2000-01and 2001-02, which were earlier paid under protest and are now being claimed as sales tax deferment loan by the Company. 31.19 The Company is yet to receive response for its confi rmation letters from some of the trade receivables , Loans and Advances and trade payables. Reconciliation and adjustment will be effected on receipt of confi rmations, which in the opinion of the management will not be signifi cant. 31.20 Dues to Micro, Small & Medium enterprises: The classifi cation of the suppliers under Micro, Small and Medium Enterprises Development Act, 2006 is made on the basis of information made available to the company. The Company has neither paid any interest in the terms Section 16 of the above said Act nor any interest remain unpaid and no payments were made beyond the ‘appointed date’ to such enterprises during the year ended 31.03.2013. Amount outstanding to these enterprises for the year ended 31st March, 2013 is ` Nil (Previous year: ` Nil) 31.21 Price Reduction Clause Note No.10 - Other current liabilities includes ` 838.81 million (Previous Year ` 386.92 Million)under payable against capital goods , being amount withheld from vendors pursuent to price reduction clause for delay in delivery and pending fi nalisation of proceedings, cost of fi xed assets, depreciation and WDV may undergo revision in the year in which the proceedings to appropriate the withheld amounts are ultimately fi nalised and appropriated. 31.22 Following expenses are included under other heads of expenses Insurance charges amounting to ` 29.88 Million (Previous year ` 20.22 Million) relating to crude purchase and staff welfare has been charged under respective heads. 31.23 Previous year’s fi gures have been re-grouped/ re arranged wherever necessary to conform to the curent period presentation . As per our report of even date attached For and on behalf of the Board For MAHARAJ N. R. SURESH AND Co Chartered Accountants Firm Registration No. : 001931S CA N. R. SURESH Partner Membership No. 021661 For GOPALAIYER AND SUBRAMANIAN Chartered Accountants Firm Registration No. : 000960S CA S. SUNDAR Partner Membership No. 202725 SUDHIR VASUDEVA Chairman P P UPADHYA Managing Director Mumbai : 24 th May, 2013 B SUKUMAR Company Secretary VISHNU AGRAWAL Director (Finance) 36
Corporate Governance is based on principles of conducting business with all integrity and fairness, being transparent with regard to all transactions, making all disclosures, complying with laws of land, accountability and responsibility towards the shareholders and commitment to conduct the business in an ethical manner. We, at MRPL, are committed to good governance practices that create long-term sustainable value for its stakeholders. Our Corporate Governance framework is based on the following principles: • Ensuring maximum disclosure of information to the Board/Committees of the Board for meaningful and focused discussions in meetings; • Committed to a transparent system and values; • Operating in a sound system of internal control with a thrust on integrity and accountability; • Ensuring timely and adequate disclosure of all material information to all Stakeholders; • Ensuring compliance of applicable laws, guidelines, rules and regulations; • Committed for equitable and fair treatment to all its stakeholders and society at large. 1) BOARD OF DIRECTORS: A) COMPOSITION OF DIRECTORS AS ON 31/03/2013 Executive Directors : 2 Non Executive Directors (Including Two Independent Directors) : 5 (i) BOARD OF DIRECTORS AS ON 31/03/2013 Director Shri Sudhir Vasudeva Executive/ Non-Executive Chairman Non-Executive Category Promoter Company’s Director Shri P.P. Upadhya Executive Managing Director & Director (Refi nery) Shri Vishnu Agrawal No. of other Directorship No. of outside Committees Public Private Member Chairman 8 - - - 3 - 1 - Executive Director (Finance) 2 - 2 - Shri P. K. Singh Non-Executive Government Director (Joint Secretary, Ministry of Petroleum & Natural Gas) Shri K. Murali Non-Executive Promoter Company’s Director Shri.B Ravindranath Dr. D. Chandrasekharam Non-Executive Non-Executive Independent Director Independent Director 1 - - - 5 - 2 - 4 - 1 - 3 1 2 - Mangalore Refinery and Petrochemicals Limited CORPORATE GOVERNANCE REPORT FOR THE YEAR 2012-13 BRIEF RESUME OF BOARD OF DIRECTORS (QUALIFICATION/ EXPERTISE IN TERMS OF CLAUSE 49 (G) OF THE LISTING AGREEMENT) Director Brief Resume (Qualification/ Expertise) Name of the other Companies/ Firms where Directorship held Shri Sudhir Vasudeva Shri P.P. Upadhya Shri Vishnu Agrawal Shri P K Singh Shri Sudhir Vasudeva is a Chemical Engineer (Gold Medallist) with an Advanced Diploma in Management. Shri Sudhir Vasudeva a distinguished technocrat has over 37 years of varied experience in oil explorations. Known across ONGC for his team management capabilities, Shri Sudhir Vasudeva was steering the offshore joint venture segment of ONGC’s operation before elevated as a Director (Offshore) in 2009 and CMD, ONGC in 2011. 1. Oil and Natural Gas Corporation Limited. 2. ONGC Videsh Limited. 3. ONGC Petro- additions Limited. 4. Mangalore SEZ Limited. 5. ONGC Tripura Power Company Limited. 6. Petronet LNG Limited. 7. ONGC Mangalore Petrochemicals Limited. 8. ONGC Mittal Energy Limited Shri P.P. Upadhya is a Chemical Engineer and 1. Shell MRPL Aviation Fuel holds Masters in Engineering in Chemical Plant and Services Limited. Design. Shri P.P. Upadhya started his professional 2. ONGC Mangalore Petrochemicals Limited. career in India’s foremost Fortune Global 200 3. Oil Company – Indian Oil Corporation Limited in Petronet MHB Limited. 1978 and served for nearly 15 years before he joined Mangalore Refi nery and Petrochemicals Limited in 1993 and played vital role in steering MRPL to unprecedented heights in the refi nery performance. Shri P.P. Upadhya carries with him over 3 decades of professional experience in Refi nery Operation and Management. Shri Vishnu Agrawal is a Fellow Member of the 1. Shell MRPL Aviation Fuels Institute of Chartered Accountants of India and and Services Limited has over 32 years of functional experience in 2. Mangalore SEZ Limited Finance and Accounts, Commercial, International Trade, Treasury, Corporate Finance, Marketing, Management Information Systems – Primarily in Oil Sector (both in down stream and upstream sector). He is instrumental in achieving many mile-stones in IOCL and ONGC after serving at various important position in marketing division and corporate offi ce, IOCL for 20 years and for 8 years in ONGC, he joined MRPL in 2011. He has got credit to his account in contributing development of various systems and procedures and various system software for upgraded computerization. Shri P. K. Singh is a B. Tech. in Electrical 1. ONGC Videsh Limited Engineering. He is an I.A.S Offi cer with over 18 years of experience in public affairs. Presently, he is a Joint Secretary of Ministry of Petroleum and Natural Gas, Government of India looking after international co-operations and other high profi le ministry portfolios. 37
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