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

The Members,
Mangalore Refinery and Petrochemicals Limited
Mangalore.
We have examined the compliance of conditions of Corporate Governance by
M/s. Mangalore Refi nery and Petrochemicals Limited for the year ended 31 st March, 2013, as
stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the Management.
Our examination was limited to procedures and implementation thereof, adopted by the
Company for ensuring the compliance of the conditions of the Corporate Governance. It is
neither an audit nor an expression of opinion on the fi nancial statements of the company.
In our opinion and to the best of our information and according to the explanations given
to us and the representation made by the Management, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above
mentioned Listing Agreement except relating to appointment of Independent Directors on the
Board of the company, which is being pursued with the Ministry of Petroleum and Natural Gas,
Government of India.
Mangalore Refinery and Petrochemicals Limited
AUDITORSÊ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
We state that no investor grievance is pending with the company as at 31st March, 2013 for a
period exceeding one month against the Company as per the records maintained and certifi ed
by the Company/Registrar and Transfer Agents of the Company.
We further state that such compliance is neither an assurance as to the future viability of the
company nor the effi ciency or effectiveness with which the management has conducted the
affairs of the company.
For MAHARAJ N.R.SURESH & Co
Chartered Accountants
Firm Registration No. : 001931S
CA N R SURESH
Partner
Membership No. 021661
Place: Chennai
Date: 02/07/2013
For GOPALAIYER AND SUBRAMANIAN
Chartered Accountants
Firm Registration No. : 000960S
CA S. SUNDAR
Partner
Membership No. 202725
SECRETARIAL AUDIT REPORT
To,
The Board of directors,
Mangalore Refinery and Petrochemicals Ltd.
Regd. Offi ce: Mudapadav, Kuthethoor,
Post via Katipalla, Mangalore-575030.
We have examined the registers, records and documents of Mangalore Refi nery and Petrochemicals
Ltd. (the Company) for the fi nancial year ended on 31.3.2013 according to the provisions of:
• The Companies Act, 1956 and Rules made under the Act;
• The Depositories Act, 1996 and the Regulations and Bye-laws framed under the Act;
• The Securities and Exchange Board of India (Substantial Acquisition of Shares and takeovers)
Regulations, 1997;
• The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
• The Equity Listing Agreements with the Bombay Stock Exchange Ltd. and the National stock
Exchange of India Ltd. and
• Guidelines on Corporate Governance for Central Public Sector Enterprises as stipulated in the
O.M.No 18(8)/2005-GM dated 14 th May, 2010 of the Ministry of Heavy Industries and Public
Enterprises, Government of India (“the DPE Guidelines on Corporate Governance”).
Based on our examination and verifi cation of records produced to us and according to the information
and explanations given to us by the Company, in our opinion:
1. We report that the Company has complied with the provisions of the Companies Act, 1956 (“the
Act”) and Rules made under the Act and the Memorandum and Articles of Association of the
Company with regard to:
a. Maintenance of statutory registers and documents and making necessary entries therein;
b. Filing of the requisite forms and returns with the Registrar of Companies, Karnataka,
Bangalore within the time prescribed under the Act and the Rules made thereunder.
c. Service of documents by the Company on its members and the Registrar of Companies.
d. Closure of Register of Members and Share Transfer Books of the Company.
e. Notice of Board Meetings and Committee meetings of Directors;
f. Convening and holding of the meetings of Directors and Committees of Directors including
passing of resolutions by circulation;
g. The 24 th Annual General Meeting held on 15 th September 2012.
h. Recording and maintenance of the minutes of the proceedings of General Meetings and
Meetings of the Board and committees thereof.
i. Constitution of Board of Directors and appointment, retirement and
re-appointment of directors;
j. Appointment of Chairman, Managing Director, Whole Time Directors and non-executive
Directors and their remuneration.
k. The Directors disclosed their interests and concerns in contracts and arrangements,
shareholdings and directorships in other companies and interests in other entities and their
disclosures have been noted and recorded by the Board.
l. Transfer and transmission of shares within the stipulated time and issue and delivery of
original and duplicate certifi cates of shares; dematerialization/rematerialization of shares;
m. Declaration and payment of dividend to Equity shareholders and Preference Shareholders.
n. The Company has credited and paid to the Investor Education and Protection Fund within
the stipulated time, all the unpaid dividends as required to be so credited to the fund.
o. Investment of Company’s funds including inter corporate loans and investments.
p. Appointment and payment of remuneration to Statutory Auditors.
q. Appointment of Cost Auditors under Section 233B of the Act.
r. The Company was not required to keep in abeyance rights to dividend declared at the
Annual General Meeting held on 15th September, 2012 as there was no pending registration
of transfer of shares.
s. The Company has not invited/accepted any deposits falling within the purview of Section
58A of the Act during the fi nancial year.
t. The Company has made secured borrowings during the fi nancial year ended on 31 st March,
2013 and has created, modifi ed charges on assets of the Company and complied with the
applicable laws.
u. The Company has not bought back any shares during the fi nancial year.
v. The Company has not altered any provisions of its Memorandum of Association during the
Financial Year. The Articles of Association of the Company was altered during the Financial
Year to provide for Buy-Back of shares of the Company and the Company has complied with
the provisions of the Act and Rules made under that Act.
w. The Company has created a Trust, namely, the Provident Fund of MRPL for its employees.
The Company has deposited both the employees’ and employer’s contribution with the
above Trust within the prescribed time pursuant to Section 418 of the Act.
x. There was no prosecution initiated against or show cause notice received by the Company
and no fi nes or any other punishment was imposed on the Company, its Directors and
offi cers during the fi nancial year for any offences under the Act.
2. We further report that the Company has complied with the provisions of the Depositories Act,
1996 and Regulations framed there under with regard to dematerialization/rematerialisation of
securities and reconciliation of records of dematerialized securities with all securities issued by
the Company.
3. We further report that:
i. The Company has complied with the requirements of Equity Listing Agreements entered
into with the Bombay Stock Exchange Ltd and the National Stock Exchange of India Ltd.
except that the Board of Directors does not comprise of the required number of independent
directors as per clause 49(I)(A)(ii) of the Listing Agreements.
ii. The Company has complied with the provisions of Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 with regard to
disclosures and maintenance of records required under the Regulations.
iii. The Company has complied with the provisions of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 1992 with regard to disclosures and
maintenance of records required under the Regulations.
4. In our opinion and to the best of our information and according to explanations given to us by
the management, we certify that, except the composition of the Board of Directors with regard
to independent Directors, the Company has complied with the DPE guidelines on Corporate
Governance.
For Ullas Kumar Melinamogaru & Associates
Practising Company Secretaries
Ullas Kumar Melinamogaru
Date : 20/06/2013 Proprietor
Place : Mangalore CP No. 6640
43