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

Annual Report 2012-13
(ii)
COMPOSITION OF SHAREHOLDERSÊ/ INVESTORSÊ GRIEVANCE COMMITTEE
AS ON 31/03/2013
Members of ShareholdersÊ/ InvestorsÊ
Grievance Committee
Shri B. Ravindranath
Dr. D. Chandrasekharam
Shri P.P. Upadhya
Shri Vishnu Agrawal
Category
Chairman (Independent Director)
Member (Independent Director)
Member
Member
A Share Transfer Committee is constituted to approve transfer, transmission,
Dematerialization, rematerialization etc.
Note:
• Name and Designation of the Compliance offi cer: Shri B. Sukumar,
Company Secretary.
• No. of Shareholder’s complaints received during the FY 2012-2013: 103
• No. of complaints remains unresolved during the FY 2012-2013: NIL
• No. of pending share transfers as on 31/03/2013 : NIL
5) DETAILS OF GENERAL BODY MEETINGS
(i) Location, place and time of last 3 AGMs held
Year Location Date Time
Registered Offi ce of the Company
2012
Mudapadav, Kuthethoor P.O.Via 15/09/2012 4:00 p.m
24th AGM
Katipalla, Mangalore –575 030
2011
23rd AGM
2010
22nd AGM
Registered Offi ce of the Company
Mudapadav, Kuthethoor P.O.Via
Katipalla, Mangalore –575 030
Registered Offi ce of the Company
Mudapadav, Kuthethoor P.O.Via
Katipalla, Mangalore –575 030
27/08/2011 4:00 p.m
04/09/2010 3:30 p.m
(ii) Whether any special resolutions passed in the previous 3 AGMs
Yes
One Special Resolution was passed in the 24 th AGM for:
Pursuant to Section 31 and other applicable provisions if any of the Companies
Act, 1956 and Article 27(1) of Articles of Association of the Company with regard
to Buy-back of shares.
(iii) Any special resolutions were put through Postal ballot last year:
No special resolution was put through postal ballot in the last AGM.
(iv) Persons who conducted the Postal Ballot exercise:
Not Applicable.
(v) Procedure for Postal Ballot:
Not Applicable.
6) DISCLOSURES:
(i) MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:
(a) The Company is a State controlled enterprise and there are no transactions
to be disclosed as per the Accounting Standard 18 (AS - 18) of Related Party
Disclosures issued by the Institute of Chartered Accountants of India except
‘b’ and ‘c’ mentioned below.
(b) Key Management Personnel:
Whole-time Directors:
Shri P.P. Upadhya : Managing Director & Director (Refi nery)
Shri Vishnu Agrawal : Director (Finance)
Shri U.K. Basu : Managing Director (upto 30/06/2012)
(c)
Details of Transactions during fi nancial year 2012-2013:
The Remuneration paid to Managing Director (includes remuneration/
terminal benefi ts paid to Shri U.K. Basu), Director (Refi nery) and Director
(Finance) for the FY 2012-13.
• Salaries and allowances ` 98,17,120 including Performance Related
Pay.
• Contribution to Provident Fund ` 8,62,698
• Other perquisite and benefi ts ` 82,405
(Excluding accrued leave salary and gratuity since the same is not available
for individual employees)
Enterprises in which signifi cant infl uence is exercised:
Name Relationship Nature of Transaction
ONGC Mangalore Petrochemicals
Limited
Shell MRPL Aviation Fuel & Services
Limited.
Mangalam Retail Services Limited
* along with group companies
Associate *
Joint Venture
Associate
Details furnished in
Note-31.06.03 of
Accounts 2012-13
(ii) Details of non-compliance by the company, penalties, strictures imposed by the
Stock Exchange or SEBI or any authority on any matter related to capital markets
during last 3 years: NIL
(iii) Non- Mandatory Requirements:
a) The Company maintains a Chairman’s offi ce at its expense.
b) MRPL being a Government Company, appointment and terms and
conditions of remuneration of Executive Directors (whole-time directors) are
determined by the President of India except the Performance Related Pay
which is approved by the Remuneration Committee.
c) As the Company’s Quarterly/ Half Yearly Financial results are displayed
on the website of the company, the half-yearly report is not sent to each
Shareholders residence.
d) There are no qualifi cations in the Auditor’s report on the fi nancial statements
to the shareholders of the Company.
e) A formal policy for training Board members of the Company is under
formulation. Pending this, the directors are being sent for suitable training
depending on the requirement and their profi le.
f) There is no formal mechanism existing in performance evaluation of nonexecutive
directors.
g) The Company has formulated a Whistle Blower policy which has been
approved by the Board.
h) The company mandatorily complies with all the Accounting Standards
issued by ICAI from time to time.
(iv) CODE OF CONDUCT FOR MEMBERS OF THE BOARD AND SENIOR
MANAGEMENT
The Board at its meeting held on 30/01/2006, has adopted a Code of Conduct
(‘Code’) for Members of the Board and Senior Management. This Code is a
comprehensive code applicable to Executive and Non-executive Directors as well
as members of the Senior Management i.e. Managerial Personnel at the level of
Group General Manager and above of the Company. A copy of the Code has been
placed on the Company’s website www.mrpl.co.in
The Code has been circulated to all the members of the Board and Senior
Management and compliance of the same has been affi rmed by them. A
declaration signed by Managing Director is given below:
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