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

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Annual Report 2012-13 NOTICE NOTICE is hereby given that the 25 th Annual General Meeting of the Members of Mangalore Refinery and Petrochemicals Limited will be held at the Registered offi ce of the Company at Mudapadav, Kuthehoor P.O., Via Katipalla, Mangalore-575030 on Monday, 23 rd September, 2013 at 4:00 p.m. to transact, with or without modifi cations, as may be permissible, the following ordinary businesses: ORDINARY BUSINESS 1. To consider and adopt the Audited Balance Sheet as at 31 st March, 2013, the Statement of Profi t and Loss for the year ended on that date including Schedules thereto and the reports of the Board of Directors, Auditors and Comptroller and Auditor General of India thereon. 2. To appoint a Director in place of Shri Sudhir Vasudeva, who retires from offi ce by rotation and being eligible offers himself for re-appointment. 3. To appoint a Director in place of Shri P. Kalyanasundaram, who retires from offi ce by rotation and being eligible offers himself for re-appointment. 4. To fi x and / or to determine the payment of remuneration to the Joint Statutory Auditors of the Company to be appointed by the Comptroller and Auditor General of India for auditing the accounts of the Company for the Financial Year 2013-14. By Order of the Board B. SUKUMAR 8 th August, 2013 Company Secretary Registered office Mangalore Refi nery and Petrochemicals Limited Mudapadav, Kuthethoor P.O., Via Katipalla, Mangalore – 575030 NOTES: 1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote as a poll instead of himself and the proxy need not be a member of the company. The proxy form should be lodged with the company at its registered office, not later than forty-eight hours before the time of commencement of the Annual General Meeting. 2. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send their nomination letter approved by the competent authority authorizing their representative to attend and vote on their behalf at the Meeting. 3. In terms of Article 151 to 153 of the Articles of Association of the company, read with Section 256 of the Companies Act, 1956 Shri Sudhir Vasudeva and Shri P. Kalyanasundaram retire by rotation in the ensuing meeting and being eligible offer themselves for re-appointment. 4. In respect of appointment/ re- appointment of the Directors, a brief resume containing details of the concerned Directors is annexed to this notice for the information of Members. 5. In case of joint holders attending the meeting any such joint holders who is higher in the order of names in Register of Members will be entitled to vote. 6. The Company has notified that the Register of Members and Share Transfer Books of the Company will remain closed from 31/08/2013 to 7/09/2013 (both days inclusive) for the purpose of Annual General Meeting. 7. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Offi ce of the Company on all working days during business hours of the Company, up to the date of the Annual General Meeting. 8. Members are requested to provide their Folio Number along with Bank Account Number, Name and Address of the Bank/Branch to M/s. Link Intime, R&T Agent of the Company at C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400078, in respect of shares held in physical mode and to their respective DPs for shares held in Demat mode to enable the Company to pay dividend, if any declared in future. 9. Members holding shares in Demat form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address immediately to the Company/ R&T Agents, M/s Link Intime, Mumbai. 10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in Demat form are, therefore, requested to submit the PAN details to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ R&T Agents, M/s Link Intime, Mumbai. 11. Members holding more than one Share Certifi cate in the same name under the different Ledger Folios are requested to apply for consolidation of such folios and send the relevant share certifi cate to the said Registrars. 12. The Company has entered into an Agreement with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for custody and Dematerialization of securities. Members can avail of the depository facilities by approaching any of the Depository Participants of NSDL or CDSL. 13. The Companies (Amendment) Act, 1999 extended the nomination facility to individuals holding shares in Companies. Members holding shares in physical form and in particular whose holding is in single name, are requested to avail the above facility by furnishing to the Company the particulars of their nomination. Members can download the prescribed Nomination Form available at the “Investor Services” link of the Company website i.e. www. mrpl.co.in. 14. The Company has listed its shares at the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Listing fees have been paid to both the Stock Exchanges for the Financial Year 2013-14. 15. The Ministry of Corporate Affairs (vide circular Nos. 17/2011 and 18/2011 dated April, 21 and April 29, 2011 respectively) has undertaken a ‘Green initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through electronic mode. Members are requested to support 44
Mangalore Refinery and Petrochemicals Limited this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form, with the Company’s R&T Agent, M/s Link Intime, Mumbai. ANNEXURE TO THE NOTICE DETAILS OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT AT THE 25th ANNUAL GENERAL MEETING Name of Director Shri Sudhir Vasudeva Shri P. Kalyanasundaram Date of Birth 25-02-1954 25-12-1954 Date of Appointment/ Reappointment 29-02-2009 15-04-2013 Expertise in specifi c functional areas Qualifi cation A distinguished technocrat, Shri Sudhir Vasudeva 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. Chemical Engineer -Gold Medalist with an Advanced Diploma in Management. Belongs to Central Secretariat Service (IAS Allied) - 1983 cadre. He has worked in various capacities in different Ministries such as Ministry of Steel & Mines, Civil Aviation, Road Transport, Shipping, Law & Justice, Agriculture, Sports & Youth Affairs, Consumer Affairs, Food & Public Distribution before joining Ministry of Petroleum & Natural Gas. M.Sc (Geology); LLB;MBA, M. Phil (Commerce); M.A (Economics); M. Phil (Social Science); Masters’ Diploma in Public Administration; (Ph. D) in International Business. List of outside Directorships held. 1. Oil and Natural Gas Corporation Limited. 1. Balmer Lawrie Investment 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 Chairman/ Member of the Committees of the Board of Directors of the Company NIL 1. Human Resource Management Committee- Member 2. Remuneration Committee- Member Chairman/ Member of the Committees of Director of other Companies in which he is a Director. NIL Balmer Lawrie Investment Ltd Audit Committee- Member Investor Grievance Committee- Member Shareholding in MRPL as on 31st March, 2013 300 NIL 45
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Page 50: MRPL PERFORMANCE

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