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Mangalore Refinery And Petrochemicals Ltd.

BSE: 500109 Sector: Oil & Gas
NSE: MRPL ISIN Code: INE103A01014
BSE 00:00 | 03 Aug 44.50 -0.55






NSE 00:00 | 03 Aug 44.40 -0.65






OPEN 45.85
VOLUME 119066
52-Week high 56.60
52-Week low 25.00
P/E 38.70
Mkt Cap.(Rs cr) 7,799
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.85
CLOSE 45.05
VOLUME 119066
52-Week high 56.60
52-Week low 25.00
P/E 38.70
Mkt Cap.(Rs cr) 7,799
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mangalore Refinery And Petrochemicals Ltd. (MRPL) - Director Report

Company director report

Dear Members

It gives me immense pleasure to present the 32nd Report on behalf of yourBoard of Directors on the business and operations of the Company and to share with you thehighlights developments and the progress that your Company has made during the financialyear ended March 31 2020 and its Audited Financial Statements together with the Auditors'Report and comments on the financial statements by the Comptroller and Auditor General(CAG) of India.


Your Board is reporting the affairs of the Company for the FY 2019-20 as under:

Financial Performance

The standalone / consolidated financial highlights for the year ended 31/03/2020 aresummarized below:

(Rs. In Crore)

Standalone Consolidated
Year ended 31st March 2020 Year ended 31st March 2019 Year ended 31st March 2020 Year ended 31st March 2019
PROFIT BEFORE TAX (3955.43) 580.77 (5398.40) 651.37
Less: Current Tax 103.74 135.54 103.74 135.54
Deferred Tax (1351.52) 113.28 (1463.01) 164.57
PROFIT FOR THE YEAR (2707.65) 331.95 (4039.13) 351.26
Add: Other Comprehensive Income (8.57) (4.52) (8.87) (5.95)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (2716.22) 327.43 (4048.00) 345.31
Less: Total Comprehensive Income Attributable to Non-Controlling Interest - - (686.35) 10.53
TO OWNERS OF THE COMPANY (2716.22) 327.43 (3361.65) 334.78
Add: Opening Balance in Profit and Loss Account 8492.71 8799.13 7690.96 8001.72
SUB-TOTAL 5776.49 9126.56 4329.31 8336.50
Transferred to / from Debenture Redemption Reserve - - (11.69) 11.69
Payment of Dividend on Equity Shares 175.26 525.78 175.26 525.78
Tax on Dividend 36.03 108.07 36.03 108.07

Your company achieved a turnover of Rs. 60728 crore during the financial year2019-20 as against Rs. 72283 crore during the financial year 2018-19. The companyincurred a loss after tax of Rs. 2708 crore during the financial year 2019-20 againstprofit of Rs.332 crore earned during the financial year 2018-19. The Gross Refining Margin(GRM) for financial year 2019-20 was (0.23) $/bbl as against 4.06 $/bbl during thefinancial year 2018-19. The major reasons for negative GRM were Force majeure related towater shortages and associated reasons during First Quarter Pipe rack damage andassociated reasons during Second Quarter and COVID-19 and associated reasons during FourthQuarter.

During the FY 2019-20 the Company has issued Non-convertible Debentures (NCDs)aggregating

Rs.2560 Crore. The NCDs are listed on BSE Limited and National Stock Exchange of IndiaLimited. ICRA has reaffirmed the long-term rating of [ICRA] AAA (pronounced ICRA triple A)and the short-term rating of [ICRA] A1+ (pronounced ICRA A one plus) on the Rs. 13971.40Crore bank facilities and also reaffirmed the rating of "[ICRA]A1+" (pronouncedICRA A one plus) for Rs.900 Crore Commercial Paper (CP) / Short Term Debt (STD) programme.ICRA has also assigned rating of [ICRA]AAA (pronounced as ICRA triple A) for the Rs. 3000Crore Non Convertible Debenture (NCD) Programme of Mangalore Refinery and PetrochemicalsLimited.

CRISIL has assigned "CRISIL AAA/Stable" (pronounced "CRISIL triple Arating with stable outlook") for the Rs.3000 Crore Non-Convertible Debenture ofMangalore Refinery and Petrochemicals Limited and also reaffirmed its Corporate CreditRating (CCR) ‘CCR AAA/Stable' on Mangalore Refinery and Petrochemicals Limited(MRPL).


Some of the major highlights for the year 2019-20 are as under:

• Your company processed 13.95 MMT of Crude during Financial year 2019-20 againstthe previous highest crude processing of 16.23 MMT in Financial Year 2018-19. Total inputto the refinery was 14.14 MMT against previous highest of 16.43 MMT during financial year2018-19.

• MBN for the FY 2019-20 was 75.33 MMBTU/BBL/NRGF.

• MRPL Started producing BS VI MS & HSD from September 2019 onwards. (AllDomestic batches of MS and HSD were certified with Sulphur less than 10 PPM from 21st& 26th September 2019 onwards respectively.) • Cabinda Crude fromAngola (API 32.8) and Thunder horse crude (API- 33.46) from USA were processed for thefirst time.

• HSD 0.001%S MFO 1%S and MFO-0.5%S grades were exported for the first time.

• MRPL received Crude from ISPRL Mangalore Cavern for the first time during themonth of August 2019.

• Crude loading operation from ISPRL through SPM was carried out for the firsttime in the month of December.

• Highest Crude Throughput of 1428 TMT achieved in the Monsoon Month of July2019. (Previous Highest was 1403 TMT in the Month of July 2017) • MS 92 RON Exportof 35 TMT Parcel size was dispatched for the first time in the month of December 2019.

• Force Majeure Condition declared on 10th May 2019 due to acute water scarcity /drought in Dakshina Kannada District.

• Phase-III process units of the refinery was shut down on 18th August2019 onwards due to a minor landslide as an aftermath of the intensified monsoon inDakshina Kannada District because of which a small section of the pipe rack tilted in therefinery complex leading to structural instability. • Nationwide Lockdown imposed on25/03/2020 due to the effect of COVID-19 pandemic resulted in lower off take of refineryproducts leading to partial shutdown of refinery complex on 26/03/2020.


Your company continues to maintain major share of the direct sales segment of petroleumproducts market in Karnataka and adjoining states. Your Company maintained leadershipposition in its marketing zone for all direct sales products such as Bitumen DieselSulphur Petcoke ATF Polypropylene Xylol (Xylenes) etc. The total domestic sales volumeof all products during FY 2019-20 has been 1702 TMT with a sales value of Rs. 5568Crores.

Your Company continues to enhance its market share for Polypropylene with introductionof new and niche grades. The company has made in–roads in new geographical areas withsales value in FY 2019-20 of Rs.2562 Crores. The company has maintained its leadershipposition in the Polypropylene market of South India for its MANGPOL brand. Your Company inits continuous efforts to strengthen its Polypropylene Marketing had expanded its gradebasket by stabilizing PP Yarn Grade (35 MI) which is used in medical applications inmanufacturing of masks & PPE .Your company has supported the nation's fight againstCOVID pandemic by maximizing the sale of PP Yarn Grade (35 MI) during February and March2020.

Your Company has also successfully marketed its entire production of Petcoke onconsistent basis with a sales volume of 813 TMT. Company also sold about 131 TMT Sulphurin its marketing zone and the surplus Sulphur is being exported in larger parcel sizes.

Your Company Shell MRPL Aviation Fuel and Services Limited has steadily acquiredbusiness for sale of Aviation Turbine Fuel (ATF) at Indian airports. The company achieveda turnover of Rs. 823.58 Crores during FY 2019-20 against turnover of Rs. 718.99 Crores inthe previous FY 2018-19.

Your company's retail foray through advertisement in May 2019 has been well received.MRPL expects to expand its retail presence by adding 50 new retail outlets every year forthe next 5 years in the states of Karnataka Kerala and Goa. MRPL retail presence will befurther expanded to Tamil Nadu Andhra Pradesh and Telangana in the long term.


1. "TOP EXPORTER" award from Commissioner of Customs Mangalore.

2. "Award of Excellence" in recognition of timely compliance to theTDS/TCS provisions of the Income Tax Act 1961.

3. ‘Unnatha Suraksha Puraskara' from National Safety Council.

4. Dun & Bradstreet PSU Award for being the Best Miniratna in‘Manufacturing Processing and Generation' category.

5. 19th Annual "Greentech Award" 2019.

6. "SCOPE CC Excellence Award" -2nd prize for ‘BestIn-house Journal - English'.

7. First Prize under ‘large enterprises' for Hindi Implementation during2018-19 by Town Official Language Implementation Committee(TOLIC) .

8. Security Project Award of the Year from SECONA (Security ConsultantsAssociation).

9. MRPL wins Boiler Safety award at State level during 48th Nationalsafety day-2019.


In line with the Public Procurement Policy 2012 issued by Ministry of Micro Small andMedium Enterprises for the year 2019-20 your Company has achieved 33.69% procurement ofgoods and services from Micro and Small Enterprises.

PROJECTS BS VI upgradation

As per Auto Fuel Policy and directives from Ministry of Petroleum and Natural Gas(MoP&NG) the entire country has to move towards BS-VI quality specifications for MSand HSD w.e.f 01/04/2020. The project involves setting up of new units and additionalfacilities. M/s. Engineers India Ltd is the Engineering Procurement and ConstructionManagement Consultant for the job. Activities towards Mechanical Completion are in anadvanced stage. However suspension of project activities from 22/03/2020 as perGovernment directives to check spread of Covid-19 has had a major impact on MechanicalCompletion which is now scheduled in third quarter of FY 2020-21.

Desalination Plant

To mitigate the risk of river water as a single source of water a desalination plantis being set up near the sea. This plant of current capacity 30 MLD (expandable to 70 MLD)will cater to the future water requirement of the refinery. M/s Fichtner India is the PMCfor the project and M/s VA Tech Wabag is the LSTK contractor. The plant was scheduled tobe completed by third quarter of FY 2020-21. However suspension of project activities bythe contractor with effect from 21/03/2020 as per Government directives to check spread ofCovid-19 has had a major impact on Mechanical Completion which is now scheduled in fourthquarter of FY 2020-21.

Truck Loading and Railway Siding facilities for Pet Coke evacuation

Truck loading facility was completed on 15/04/2019. This facility allows higherflexibility in marketing of Pet Coke and to mitigate environmental impact of concentratedloading. In addition to this facility Railways Siding project was conceived to takeadvantage of dispatches by Railway Wagons which will make MRPL products convenientlyavailable in competitive markets thereby improving commercial realisation to MRPL and thesame was completed on 10/05/2019.

2G Ethanol

MRPL has been informed by MoP&NG to set up a 2G ethanol plant in the state ofKarnataka. We are exploring various technologies for producing 2G Ethanol. Land for thesame is allotted by KIADB at Harihara Davangere.

Development on Information Technology Software and Hardware

Digital Transformation initiatives and the proliferation of next generationapplications requires new infrastructure to support organizational demands. With thispoint of view MRPL has successfully carried out the technical migration of its ERP and itsrelated hardware infrastructure. In addition to replacement of End of Life Hardwareinfrastructure MRPL adopted the SAP ECC Business Suite on HANA Database (SoH) approachfor carrying the database migration exercise to SAP HANA. This has helped business achievebetter performance and any new upcoming SAP ERP versions would be compatible with the newinfrastructure and Database platform.

On the IT security front MRPL has been awarded the ISO-27001:2013 certification forMRPL SAP Data Center and Disaster Recovery Center. ISO 27001:2013 is the internationalstandard that provides a framework for Information Security Management Systems (ISMS) toprovide continued confidentiality integrity and availability of information. The standarddescribes best practices for an Information Security Management System (ISMS) and helpsorganizations improve their security comply with cyber security regulations and protectand enhance their reputation.

MRPL has always emphasized the need to bring in effectiveness and transparency in itsbusiness process and delivery mechanism. In order to achieve the said objective MRPL hassuccessfully implemented the E-Office system. It is a digital workplace solution thatreplaces the existing manual handling of files and documents with efficient electronicsystem. The solution seeks to achieve a set of objectives like increasing efficiency &effectiveness of the processes employee productivity and efficient management of datadocuments files information & knowledge etc within MRPL for better communication& co-ordination among departments.


The Secretarial Auditor has certified that your Company has complied with theapplicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of theBoard of Directors' and ‘General Meetings' respectively during the financial year2019-20.


The company's Philosophy on the HSE is to perform better than minimum required bystatutes. The major achievements on the Environment Management front include:

Environment Management

CRZ Clearance obtained from Ministry of Environment Forest & ClimateChange (MoEF&CC) New Delhi for setting up of proposed 70 MLD Desalination Plant atTanneerbavi village in Mangaluru.

Public hearing conducted at Davangere project site for proposed 2G Ethanolproject on 9th July 2019.

Terms of Reference (ToR) granted by Ministry of Environment Forest &Climate Change (MoEF&CC) New Delhi for proposed Petchem Addition and CapacityExpansion (PACE) project.

Consent for Establishment (CFE) received from Karnataka State PollutionControl Board (KSPCB) for proposed Desalination Plant and CISF Township Expansion Project.

Saplings are developed at Pilikula Nisarga Dhama nursery for plantation in 20acres land of Biodiversity Park during the forthcoming monsoon.

Civil work for construction of Vermi Compost facility near Township gatecommenced.

MRPL was conferred with the Annual Greentech Environment Award 2019 foroutstanding achievement in Environment Management. MRPL bagged this prestigious award forthe second time in a row.

MRPL was awarded Unnatha Suraksha Puraskar Award 2019 by National SafetyCouncil Karnataka Chapter.

1489 MT of Oily sludge 975 MT of PFCC Spent catalyst 70 MT of Spent Clay416 MT of Waste Insulation was disposed for Co-processing in SPCB Authorized CementIndustries.

455 MT of Spent Catalyst and 134 MT of Spent Carbon were disposed to SPCBAuthorized Recyclers/ ReprocessoRs.

4.97 MT of E-Waste (Fused Lamps - Category CEEW 5) was disposed to SPCBAuthorized RecycleRs.

10.85 MT of PPU Treated Waste White Oil is disposed to SPCB AuthorizedIncineration Facility.

4513709 kilolitres of Tertiary treated Municipal Sewage Water formMangalore City was utilized in MRPL during FY 19-20.

Periodic Environment Awareness programs were organized in association withKarnataka State Pollution Control Board (KSPCB) in the neighboring village schools on thetopics of ill effects of noise & air pollution by fire crackers during Diwali festivaland sensitization programme on Phasing out use of single-use plastic item etc.


In case of MRPL employees 1390 days without Reportable Lost Time Injuries(RLTI) achieved as on 31/03/2020 and 10 days without RLTI in case of contract workers ason 31/03/2020.

13.032 Million Man Hrs worked as on 31/03/2020.

Fire & Safety training imparted to all the employees including contractwork force.

Occupational Health

Annual Medical Checkup of employees was carried out in three categories incompliance with the Rules under Factories Act and Karnataka Factories Rules. One below 40years of age second for age group between 40 to 45 years and third for age group for 45years and above. Different groups have to undergo different medical tests such as TreadMill Test etc. Hearing Loss test was conducted for the employees working in high noiseareas . Lung Function Test Colour Blindness Test Blood Test etc are some of the generaltests conducted for the employees.

Two Occupational Health Centers (OHC) with 24x7 availability of Medical Staffare functional.

The services of MRPL Hospital is available not only for the employees andtheir dependents but also for neighboring villages.


Corporate Social Responsibility

MRPL's social welfare and community development initiatives focus on the key areas ofeducation health care & sanitation and overall development of basic infrastructure inand around its operational area/ Dakshina Kannada & Udupi District/Karnataka State.These projects are largely in accordance with Schedule VII of the Companies Act 2013.

The key objectives of the MRPL's CSR Policy is to ensure an increased commitment at alllevels in the organization to operate its business in an economically socially andenvironmentally sustainable manner while recognizing the interests of all itsstakeholdeRs.

The Company has identified following focus areas for CSR engagement:

1. Shiksha Samrakshan

2. Arogya Samrakshan

3. Bahujan Samrakshan

4. Prakrithi Samrakshan

5. Sanskrithi Samrakshan

The CSR & SD Policy may be accessed on the Company's website at The Annual Report on CSR activities for FY 2019-20 is annexedherewith as "Annexure-A"


Your company has been pursuing projects related to carbon management throughenergy conservation improving the energy efficiency in its processes use of renewableenergy water management project to reduce fresh water consumption by recycling /use oftreated effluent and waste management through reduce reuse and recycle initiatives. Someof the special initiatives undertaken are as mentioned below:

Your company is establishing a biodiversity park in about 41 acres of marshyland. In this process MRPL has entered into an MOU with Dr. Shivarama Karantha PilikulaNisarga Dhama the domain experts in this subject. The process of establishing this parkwill take approximately 60 months and it is expected to be developed completely by theyear 2024. The cost of this project is approximately

Rs. 14 crores. In this process the marshy land will be converted into a full-fledgedbio diversity park containing native tree species which would help in attracting birdsinsects etc. This would also contain aquatic plants therby increasing the diversity offishes and other aquatic animals.

Your company is also establishing a vermi compost production facility insideits premises for converting plant/tree wastes like leaves branches etc. into compostwhich shall be used as manure in its horticulture activities and green belt development.For this it is spending approximately Rs. 1.5 crores to produce 5-6 tonnes of vermicompost (approximately) every year. This will help in reducing our dependency on inorganicfertilizer which is presently being used. The first batch of vermi compost is expected tobe produced in the last quarter of 2020.

Your company in another novel initiative has tied up with Karnataka StatePollution Control Board (KSPCB) and Dr. Shivarama Karantha Pilikula Nisarga Dhama (Dr.SKPND) to establish an Urban Eco park at Pilikula which will educate the general publicwith regards to the various measures being taken up by the industry in protecting theenvironment by elaborating the various technologies being deployed in sustainable refineryoperations. It will be an initiative which will be one of its kind in the country. Thiswill help in increasing the awareness to the public in understanding the role ofindustries in nation building. For this purpose MRPL will be entering into an MOU withKSPCB and Dr. SKPND shortly with a total contribution expected to be around Rs. 4 crores.

All these initiatives will help your company in providing a cleaner energysolution in a responsible manner which will balance the short term and long term interestsand it will integrate social economic and environmental considerations. This will help tosustain our business in a safe efficient and responsible manner.


The details on the performance and financial position of Subsidiary Associate andJoint Venture Companies are given in Management Discussion and Analysis (MDA) Report.Pursuant to Section 129(3) of the Companies Act 2013 read with Rule (5) of the Companies(Accounts) Rules 2014 a statement on the performance and financial position of thesubsidiary and Joint Venture Companies is provided as an Annexure to the ConsolidatedFinancial Statements.

In accordance with the provisions of the SEBI guidelines the Company has framed apolicy for determining material subsidiaries that can be accessed on the Company'swebsite.

Your company has one subsidiary i.e. ONGC Mangalore Petrochemicals Limited (OMPL). Asper the Material Subsidiary Policy OMPL is not a material subsidiary of the Companyapplying the test of materiality for the FY 2019-20.


The Audited Consolidated financial statements for the year ended 31st March2020 of the Company and its subsidiaries form part of the Annual Report in accordance withSection 129 of the Companies Act 2013 and Ind AS 110 on "Consolidated FinancialStatements" read with Ind AS 28 on "Investments in Associates and JointVentures". In accordance with section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of the subsidiary Company are available onthe Company's website. These documents will also be available for inspection duringbusiness hours at the registered office of the Company at Mangalore.


The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards (Ind AS) are applicable to certain classes of companies from April 12016 with a transition date of April 1 2015. Ind AS has replaced the previous Indian GAAPprescribed under Section 133 of the Companies Act 2013 ("the Act") read withRule 7 of the Companies (Accounts) Rules 2014 and are applicable to the Company fromApril 1 2016.


No amount has been transferred to General Reserves for the financial year 2019-20.


In view of the losses your Directors express their inability to recommend any dividendfor the FY 2019-20. The Dividend Distribution Policy in terms of Regulation 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is uploaded on the Company's website


Your company has not accepted any deposits during the year pursuant to Section 74 ofthe Companies Act 2013 and Rules there under.


There have been no loans / guarantees given or securities provided during FY 2019-20under the provisions of Section 185 / 186 of the Companies Act 2013. The details ofinvestments covered under the provisions of Section 186 of the Act are given in notes tofinancial statements provided in this Annual Report.


The company has not issued any shares during FY 2019-20. The Issued Subscribed andPaid up Equity Share Capital of your Company as on 31/03/2020 was Rs. 1753 Crore.


There has been no change in the nature of business during the year. No material changesor commitments have occurred after close of the year till date of this report whichaffects the financial position of the Company. However the continuing lock down and theconsequent demand depression affecting the financials of the company remains a majorconcern for the Company.


Your company values its human resources the most. To keep their morale high yourcompany extends several welfare benefits to the employees and their families by way ofcompensative medical care education housing and social security. During the financialyear 2019-20 various welfare related policies have been implemented by the Company forits employees.

The Company maintains an MRPL Employees Recreation Centre. The Centre offers a widerange of pastime activities for the employees and their dependents.

Your Company continues to enjoy cordial and harmonious relations and not a singleman-hour was lost on account of any industrial disturbance during the year 2019-20. Wagenegotiations for unionized employees are in the advanced stage of finalization.

The welfare policies of the company are being revised consistent with the industrypolicies so as to enable employees to get enhanced benefits.

Reporting on SC / ST / PWD

Presidential Directives and other guidelines issued by Department of PublicEnterprises Ministry of Petroleum & Natural Gas Ministry of Social Justice andempowerment from time to time with regard to reservation in services for Scheduled CastesScheduled Tribes other backward castes and Persons with disabilities have been compliedwith. An adequate monitoring mechanism has been put in place for sustained and effectivecompliance. Liaison officers are appointed to ensure implementation of the GovernmentDirectives. Reservation Rosters are maintained as per the directives and are regularlyinspected by the Liaison officer of the company as well as the officials from MoP&NGto ensure proper compliance of the Directives. MRPL also complies with provisions under"The Persons with Disabilities (Equal Opportunities Protection of Rights and FullParticipation) Act 1995 relating to providing employment opportunities for Persons withDisabilities (PWDs). As on 31/03/2020 there are 31 permanent employees with disabilitieson the roll of MRPL.

During the financial year 2019-20 company has recruited 20 employees including 2Scheduled Caste (SC) and 3 Scheduled Tribe (ST) employees and 1 employee belonging toPersons with Disability category and 4 employee.

During the Year 2019-20 the Company devoted 5265 Mandays for training development andlearning which amounts to 3.21 Mandays per employee for Management staff and 2.30 Mandaysper employee for Non-Management staff.

In accordance with para-29 of the Presidential Directive statistics relating torepresentation of SCs / STs in the prescribed performa SC / ST/ OBC Report – I andSC / ST / OBC Report –II are attached as ‘Annexure – B' to the report.

Skill Development Center:

As part of National Skill Development Mission Govt. of India MRPL has undertakenskill development initiatives. MRPL has partnered with NTTF Bangalore & CIPET Mysorewhich are affiliated to National Skill Development Council (NSDC). So far 135 candidateshave completed training at NTTF Bangalore. Out of 135 candidates who have completedtraining at NTTF Bangalore 100 candidates have been placed in various industries.Balance are either pursuing higher skill set have started their own business or have goneabroad. Training is in progress for 87 candidates at NTTF Bangalore & 42 candidatesat CIPET Mysore.


Women employees constituted 7.23 percent of the Company's workforce.

Your Company has an Internal Complaints Committee (ICC) required under SexualHarassment of at Workplace (Prevention Prohibition and Redressal) Act 2013.One complaintwas filed and same is pending and is under investigation as per Rules during the FY2019-20. The Annual Report as per section 21 of the Sexual harassment of woman atworkplace (Prevention Prohibition and Redressal) Act 2013 for the FY 2019-20 is attachedas "Annexure - C"


Your company is implementing Official Language Policy in letter and spirit as per theAnnual Programme prescribed by the Department of Official Language Ministry of HomeAffairs Govt. of India. In order to propagate and promote Hindi among the employeesHindi Workshops were organized on a regular basis at Mangalore Mumbai Delhi &Bangalore Offices. Inspection of internal departments and subordinate offices were carriedout at regular intervals.

Also Hindi Fortnight was celebrated and many Hindi competitions such as Hindi Gyancompetition Handwriting Admin. Glossary Hindi solo song Hindi dictation etc. wereconducted for the employees and their family members in the month of September 2019. Inaddition one more Hindi competition (Admin. Glossary) was conducted in January 2020 foremployees. Competitions were held in Hindi language for employees and their family membersduring National Safety Day Environment Day Security awareness week and Vigilanceawareness week. Hindi usage is promoted by conducting special quiz competition for seniorofficers such as CGMs & GGMs during Hindi month celebrations.

Hindi classes were conducted regularly for employees to qualify in Prabodh Praveen& Pragya examinations. Motivation through Incentive schemes such as Cash award &Personal Pay etc. is provided to employees if they clear the final Hindi examinations. Toincrease the correspondence in Hindi in the organization Unicode facilities were activatedon all computers used for daily office work.

Special awards were given to 11 students of DPS (Delhi Public School) in MRPL Townshipwho scored highest marks in Class-X Hindi examination.

Your Company participated at Town Official Language Implementation Committee(TOLIC)level Hindi competitions and won ten prizes and stood Second at the TOLIC levelcompetitions. Hindi solo song competition was conducted for employees of TOLIC memberorganizations at MRPL. Hindi Essay competition was also organized for Degree Collegestudents of Mangalore University as a part of Hindi month celebrations under the auspicesof TOLIC Mangalore.

In order to propagate and to promote usage of Hindi in the company in house HindiJournal namely "MRPL PRATIBIMB" is being annually published. MRPL follows theguidelines on OL (Official Language) and conducted OLIC (Official Language ImplementationCommittee) meeting during four quarters of the year under chairmanship of MD to review theprogress made and chart out further action plan for improving usage of Hindi in MRPL. Yourcompany is making Continuous efforts for promoting Hindi usage in the organization byencouraging employees through trainings workshops seminars and incentives.


Your company has put in place an elaborate mechanism to deal with matters related toRight to Information Act 2005. The company has designated one Nodal Officer based atRegistered Office at Mangalore and one First Appellate Authority (FAA) one Central PublicInformation Officers (CPIO) and Two Assistant Public Information Officers (APIOs) based atMangalore RTI manual is hosted on the website of the Company as per Section 4(2) of RTIAct. Your company has aligned with the online RTI portal launched by DoPT and all theapplications/ appeals received through the portal have been disposed-off through theportal.

The Quarterly Reports / Annual Reports have been submitted through online portal ofCentral Information Commission within the prescribed time limit. SelfAppraisal of information provided under Suo-Moto disclosure under RTI Act was conductedfor the year 2019-20 and Transparency audit report was submitted to Central InformationCommission on 14th February 2020 for conducting third party audit.

A total of 228 requests and 27 first appeals were received during the year and all havebeen disposed off within the stipulated time. No second appeals were filed before theCentral Information Commission New Delhi.


Security of MRPL Refinery is designed to comply with Oil Sector InfrastructureProtection Plan (OSIPP) and the Security Audit recommendations given by MHA from time totime.

Physical Protection of the Refinery is handled by Central Industrial Security Force(CISF). They are fully equipped with adequate gadgets and weapons to handle all kinds ofsecurity threats to the Refinery. Further augmentation of the strength of the CISF toexpand the scope of CISF Security coverage is under progress. Security is on top of theagenda of your Company and to ensure preparedness periodic mock drills on work-placesecurity preparedness are conducted. Security Awareness Weeks are organised periodicallyto promote awareness on security issues among all stake holdeRs.

A major revamp of electronic surveillance of the Refinery through an integrated CCTVcum Electronic Intrusion Detection system has been completed and up gradations of thesecurity systems are done according to the evolving security threat perception.


Your company has developed a structured mechanism of vigilance functions. Its practicesare focused towards creation of value to stakeholdeRs. The practices involve multi-layerchecks and balances to improve transparency. Vigilance awareness and preventive vigilanceactivities were carried out continuously during the year. Your company has a full timeChief Vigilance Officer assisted by a dedicated team.

In compliance with CVC instructions your company has implemented a complaint handlingpolicy in which all complaints received from various sources are recorded and examined byvigilance. The details on the best vigilance practices and links to various usefulwebsites is also provided in the MRPL Corporate website. Your company has achieved highestcompliance level with regard to e-procurement e-tender and e-payment. In line withinstructions of CVC your company had conducted Vigilance Awareness programs for spreadingawareness on Integrity. Many awareness activities were designed to touch all walks oflife. Vendors meet was conducted as a part of Vigilance Awareness Program in which largenumber of vendors from different states participated.

Vigilance awareness mobile van with Anti-corruption audio message covered differentareas around the Mangalore city to educate the citizens about Integrity. Vigilanceawareness walkathon was conducted in which several school students and general publicparticipated to create an ethical awareness among the citizens. Awareness program wasconducted at different locations. For popularizing the "Integrity Pledge"developed by central vigilance Commission MRPL installed integrity pledge kiosk inMangalore City during Vigilance Awareness Week.

MRPL along with All India Radio Mangalore jointly produced various vigilance awarenessprograms including group discussion recorded messages and jingles in Hindi English andKannada which were aired during Vigilance Awareness Week-2019. To inculcate thedevelopment of ethics and honesty among school children a one-day seminar on integrityfor children ‘Sanchaya: Chigurininda Phasalinavarege' was conducted. The students ofseveral schools and colleges participated in large number in the programme. Leveraging thetechnology to enhance transparency has been a thrust area of action in which vigilance hasa catalytic role.

Whistle Blower Policy

The Whistle Blower Policy is formulated to provide a vigil mechanism for Directors andEmployees to raise genuine concerns about unethical behaviour actual or suspected fraudor violation of the Company's code of conduct or ethics policy. The Policy providesnecessary safeguards for protection of Directors and Employees who avail the vigilmechanism from reprisals or victimization for whistle blowing in good faith and toprovide opportunity to Directors and Employees for Direct access to the Chairperson of theAudit Committee in exceptional cases. The policy is available on the Company's website.During the year no complaints were received under Whistle Blower Policy.

The Central Vigilance Commission (CVC) has advised Government organisations to adoptIntegrity Pact voluntarily in their major procurement activities.

The Integrity Pact essentially envisages an agreement between the prospective vendors /bidders and the buyer committing the persons / officials of both sides not to resort toany corrupt practices in any aspect / stage of the contract. Only those vendors / bidderswho commit themselves to such a pact with the buyer would be considered competent toparticipate in the bidding process.

The CVC guidelines further advises CPSUs to appoint Independent External Monitors asapproved by the CVC to oversee the compliance of obligations under the Integrity Pact.

MRPL has implemented Integrity Pact in compliance with CVC guidelines and as per itsrecommendation appointed Shri Pratyush Sinha Former CVC as Independent External Monitor.


Information required to be disclosed pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 with respect toConservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgoare furnished in ‘Annexure- D' which forms part of this Report.


MRPL being a Government Company is exempted from the provisions of Section 197(12) ofthe Companies Act 2013 and relevant Rules in view of the Notification dated 05/06/2015issued by Ministry of Corporate Affairs (MCA).

The functional Directors of the Company are appointed by the administrative Ministryi.e. MoP&NG within the framework of DPE guidelines.


Information required to be disclosed pursuant to Section 134(3)(a) of the CompaniesAct 2013 with respect to the details forming part of the extract of the Annual Return inform MGT-9 are furnished in ‘Annexure- E' which forms part of this Report.


All transactions entered with related parties during the FY 2019-20 were on arm'slength basis and in ordinary course of business. Further there were no material relatedparty transactions during the year with the Promoters Directors or Key ManagerialPersonnel and no related party transactions were made which could have had a potentialconflict with interests of the Company at large. The Company has adopted a Related Partypolicy and procedure which is available at company's website.

The particulars of every contract or arrangements entered into by the Company withRelated Parties referred in Section 188(1) of the Companies Act 2013 is attached in theprescribed Form No. AOC – 2 as

‘Annexure-F'. MCA vide Notification dated 05/06/2015 has exempted theapplicability of Section 188(1) of the Companies Act 2013 for a transaction entered intobetween two Government Companies.


Changes in the Board of Directors and Key Managerial Personnel during the financialyear 2019-20

MRPL being a Central Public Sector Enterprise (CPSE) Directors on the Board of thecompany are appointed by the Administrative Ministry i.e. Ministry of Petroleum andNatural Gas (MoP&NG) Government of India and therefore the provisions of Section134(3)(e) of the Companies Act 2013 regarding policy on Directors appointment andremuneration shall not apply in view of the MCA notification dated 05/06/2015.

Shri M Vinayakumar was appointed as Director (Refinery) by MoP&NG on theBoard of MRPL w.e.f. 11/07/2019.

Shri R T Agarwal was appointed as an Independent Director on the Board ofMRPL w.e.f. 12/07/2019.

Smt. Pomila Jaspal was appointed as Additional Director designated asDirector (Finance) w.e.f. 15/10/2019.

Shri Sunil Kumar and Shri Vijay Sharma (Government Nominee) were appointed asAdditional Directors on the Board of MRPL on 17/10/2019 and 08/01/2020 respectively.

Shri K M Mahesh and Shri Sanjay Kumar Jain ceased to be Directors on theboard of MRPL w.e.f 17/10/2019 and 08/01/2020.

Ms. Manjula C and Shri Vivek Mallya ceased to be Independent Directors onthe Board of MRPL w.e.f 31/01/2020 and 30/01/2020 respectively on completion of theirtenure.

Smt Pomila Jaspal Director (Finance) was appointed as Chief FinancialOfficer (CFO) of the Company w.e.f. 04/11/2019 in place of Shri S Raviprasad.

Shri Sunil Kumar Smt. Pomila Jaspal and Shri Sanjay Varma who have beenappointed as Additional Directors on the Board of MRPL to hold office as AdditionalDirectors until the date of Annual General Meeting and being eligible offer themselves forappointment as Directors at the 32nd Annual General Meeting.

The Board places on record its appreciation for the valuable services rendered by theoutgoing Directors during their respective tenures.

All Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149(6) of Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirement) Regulations 2015.

Changes in the Board of Directors after 31/03/2020

Shri Sanjay Varma has been appointed as Additional Director designated asDirector (Refinery) on the Board of MRPL w.e.f. 09/06/2020 on superannuation of Shri MVinayakumar w.e.f. 31/05/2020.

Shri Vijay Sharma vacated the office of Director w.e.f 04/08/2020 due to hisrepatriation from MoP&NG.


MRPL being a Government Company the provisions of Section 134(3) (p) of the CompaniesAct 2013 in respect of annual evaluation of the Board Committees and individual Directorsshall not apply in view of the

MCA notification dated 05/06/2015. However as per Regulation 17 of SEBI (LODR)Regulations 2015 formal annual evaluation of Independent Directors for the FY 2019-20 hadbeen carried out by the Board.


Pursuant to provisions of Section 134 of the Companies Act 2013 the Board ofDirectors of your Company has made the following statement for FY 2019-20:

a) In the preparation of the Annual Financial Statements for the year ended March 312020 the applicable Ind AS have been followed along with proper explanation relating tomaterial departures;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the Annual Financial Statements on a going concernbasis;

e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


The Board of Directors of your Company had six (6) Meetings during the FY 2019-20. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013. Details of the Board Meetings held have been furnished in theCorporate Governance Report which forms part of this Report.


The Audit Committee has been constituted as per the terms of reference prescribed underSection 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings of theBoard and its Powers) Rules 2014 Regulation 18 of SEBI (LODR) Regulation 2015 andGuidelines on Corporate Governance for Central Public Sector Enterprise issued byDepartment of Public Enterprise Government of India. There have been no instances wherethe recommendations of the Audit Committee were not accepted by the Board of DirectoRs.The details of Audit Committee are disclosed in the Corporate Governance Report whichforms part of this Report.


MRPL being a Central Public Sector Enterprise (CPSE) Directors on the Board of thecompany are appointed by the Administrative Ministry i.e. Ministry of Petroleum andNatural Gas (MoP&NG) Government of India. Accordingly the Company has not adoptedany Nomination/Remuneration policy.

Pursuant to Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (LODR)Regulations 2015 and DPE guidelines on Corporate Governance for CPSE your Company hasconstituted a Nomination/ Remuneration Committee.

The details on the Nomination Remuneration and HRM/ NRC are disclosed in CorporateGovernance Report which forms part of this report.

MRPL is a ‘Schedule-A' Category-1 Miniratna Central Public Sector Enterprise(CPSE). The appointment terms conditions and remuneration of Managing Director andFunctional Directors (Whole-time Directors) are fixed by the Department of PublicEnterprises (DPE) Govt. of India.


In line with the requirements of SEBI (LODR) Regulations 2015 your Company hasdeveloped and rolled out a comprehensive Enterprise-wide Risk Management (ERM) Policythroughout the organization. The Audit Committee periodically reviews the risk assessmentand mitigation actions in MRPL.


There are no significant and material orders passed by the Regulators/ Courts/Tribunals that would impact the going concern status of the Company and its futureoperations.


The Companies Act 2013 and SEBI (LODR) Regulations 2015 have strengthened thegovernance regime in the country. Your Company is in compliance with the governancerequirements provided under the Companies Act 2013 SEBI (LODR) Regulations 2015 and hascomplied with all the mandatory provisions of Companies Act 2013 and Rules made thereunder SEBI Listing Regulation 2015 relating to the Corporate Governance requirements andmandatory guidelines on Corporate Governance for CPSEs issued by DPE Government of India.The Corporate Governance Report for the FY 2019-20 forms part of this Report.

Pursuant to Schedule V of the SEBI (LODR) Regulations 2015 the Auditors' certificateon compliance of conditions of Corporate Governance also forms part of the Annual report.The Auditors have made observations on the appointment of Independent Directors on theBoard of the Company for the part of FY 2019-20 and composition of Risk ManagementCommittee(RMC) for part of the year from 01/04/2020 to 15/10/2020. Presently there are 5Independent Directors on the Board of your Company. The matter for appointment ofrequisite number of independent Directors is being persued with MoP&NG and the same isunder active consideration of MoP&NG. As regards the composition of RMC theadditional charge of Director(Finace) and Director (Refinery) was held by ManagingDirector till the appointment of Director (Finance) and Director (Refinery) on the Boardof the Company.

Pursuant to requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015following policies/codes have been formulated and uploaded on the Company's website

a) Code of Conduct for Board Members and Senior Management Personnel;

b) Whistle Blower Policy;

c) Related Party Transactions – Policy and Procedures;

d) CSR & SD Policy;

e) Material Subsidiary Policy;

f) The Code of Internal Procedures and Conduct for prohibition of Insider Trading inDealing with the securities of MRPL;

g) Policy on Materiality for disclosure of events to the Stock Exchanges;

h) Policy on preservation of Documents;

i) Training Policy for Board of Directors;

j) Dividend Distribution Policy.


Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFrules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyeaRs. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority. During the year Company has transferred theunclaimed and unpaid dividends of Rs. 25123604/- to IEPF. Further 2871763corresponding shares on which dividends were unclaimed for seven consecutive years stoodtransferred to IEPF (in addition to 14562735 which were earlier transferred) as perthe requirements of the IEPF rules. The details are provided in the ShareholderInformation Section of this Annual Report and are also available on website of the


SEBI (LODR) Regulations 2015 mandated inclusion of Annual Business ResponsibilityReport (ABRR) as part of the Annual Report for top 1000 Listed Entities based on marketcapitalization. In compliance with the Regulation ABRR for the FY 2019-20 forms part ofthis Report.


In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 the Management'sDiscussion and Analysis (MDA) Report for the FY 2019-20 forms part of this Report.


Your Company has a well-established and efficient internal financial control system toensure an adequate and effective internal control environment that provides assurance onefficiency of conducting business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. An independent audit of Information Systems of the Company is alsoundertaken periodically and appropriate actions are taken on suggestions given duringaudit.

The Company has an in-house internal Audit Department commensurate with its size ofoperations. Audit observations are periodically reviewed by the Audit Committee of theBoard and necessary Directions are issued whenever required. Details on the InternalControl system are disclosed in the Management Discussion Analysis Report which forms partof this report.


Joint Statutory Auditors

M/s S Venkatram & Co. LLP Chennai and M/s Manohar Chowdhry and AssociatesMangalore were the Joint Statutory Auditors of the Company for the FY 2019-20. They haveaudited the Financial Statements for FY 2019-20 and submitted their report which formspart of this report. There is no qualification in the Auditors Report on the financialstatements of the Company. Notes to the Accounts referred to in the Auditors Report areself-explanatory and therefore do not call for any comments. Total Fees paid to the JointStatutory Auditors for the financial year 2019-20 was Rs. 25 lakh on consolidated basis.

Secretarial Auditors

Your Company engaged M/s Kumar Naresh Sinha & Associates Practicing CompanySecretary Noida for conducting Annual Secretarial Audit for FY 2019-20 pursuant toSection 204 of the Companies Act 2013. M/s Kumar Naresh Sinha & AssociatesPracticing Company Secretary Noida has issued Secretarial Audit Report for the FY 2019-20which forms part of this report as ‘Annexure-G'. The Auditors have made observationson the composition of the Board with regard to requisite number of Independent Directorson the Board of the Company for the quarter ended 31/12/2019 and 31/03/2020. The matterfor appointment of requisite number of independent Directors is being persued withMoP&NG and the same is under active consideration of MoP&NG

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Cost Accounts maintained by the company forthe FY 2019-20 are being audited by Cost Auditors M/s. Chandra Wadhwa & Co. NewDelhi. M/s Chandra Wadhwa & Co Cost Accountant have been re-appointed as CostAuditors for FY 2020-21


The Comments of Comptroller & Auditor General of India (C&AG) forms part ofthis report and are attached as ‘Annexure-H'. C&AG has also issueda Management Letter. The same is attached at "Annexure-H". The response ofmanagement is as under :

The Compulsory Convertible Debentures (CCDs) issued by subsidiary Company"OMPL" for three years with a backstopping arrangement by MRPL and ONGC(sponsor's). The accounting treatment disclosure and accounting policy was done by OMPLbased on the similar transaction carried out between OPAL and ONGC. As suggested by OMPLthe same accounting treatment was followed in ONGC few year back and it can be consideredin MRPL with an assurance that it is already adopted by group and approved by C&AG.However during the Audit of Accounts by C&AG for MRPL followed by OMPL they havesuggested to review the accounting treatment disclosure and accounting policy of both theCompanies (i.e. OMPL and MRPL).

In this regard OMPL has assured that they will take opinion from Expert AdvisoryCommittee (EAC) of

Institute of Chartered Accountants of India (ICAI) on accounting disclosure and policyfor both the companies. Further MRPL management has issued an assurance letter statingthat based on the opinion received from EAC through OMPL suitable action will be takenduring ensuing financial year (2020-21). As the trigger point of the matter is therecognition of CCD's in subsidiary OMPL's financial statements as financial liability orcomponent of Equity it would get resolved upon receipt of opinion from EAC of ICAI.

Accordingly action will be taken during ensuing financial year for recognition of CCDsin OMPL accounts and as a result it will automatically reflect in MRPL's stand-alonefinancial statement and consolidated financial statement. Further if required relatedaccounting policies in respective financial statements (subsidiary OMPL Parent MRPL andGroup) will be modified in line with related Ind AS.

Based on the assurance letter while giving the comments on financial statementsC&AG has issued management letter for corrective & remedial action based on futureEAC opinion and directed to place the management letter before Audit Committee &Board.


The entire Oil Industry including MRPL witnessed a significant drop in crude oil pricesand general fall in demand for products due to lockdown caused consequent to pandemicCOVID-19.

The impact of COVID-19 on the physical and financial performance of the Company for theyear 2019-20 was lesser as compared to the months of April and May 2020 as the nationwidelockdown was announced only in the last week of the financial year 2020.

• Liquidity position of Company is sound and good. Company has committed line ofcredit for both fund based and non-fund based from its empanelled Consortium Bankers aswell as outside to honour its commitments so as to come out of the COVID-19 pandemic in areasonable period of time. Company has met all the financial commitment on its due date.

• Till date the company has not breached any of the covenants of loan agreementsand met the obligations well within the due dates. The company also does not foresee anybreach in the covenants/obligations of the loan agreements in the near future. Companysecures the highest credit rating from CRISIL ICRA and CARE which indicates the highestdegree of Strength with regard to honouring debts obligations.

• COVID-19 has caused significant disruptions to businesses across India. Themanagement has considered the possible effects if any that may impact the carrying amountof Assets viz. Property Plant and Equipment Right of Use Assets Capital-work inProgress (CWIP) Investment Property Goodwill Other Intangibles assets InvestmentsLoans Inventories Trade receivables and Other Financial Assets. In making theassumptions and estimates relating to the uncertainties in relation to the recoverableamounts the management has considered subsequent events internal and externalinformation and evaluated economic conditions prevailing as on date. The managementexpects no impairment to the carrying amounts of these assets. The management willcontinue to closely monitor any changes to future economic conditions and assess itsimpact on the operations.


Your Board of Directors wish to thank the shareholders for the continued confidencereposed on their Company. Your Directors sincerely thank the Government of India (GoI)Ministry of Petroleum and Natural Gas (MoP&NG) Ministry of Finance (MoF) Ministry ofCorporate Affairs (MCA) Department of Public Enterprises (DPE) Ministry of Environmentand Forest (MoEF) Ministry of External Affairs (MEA) Ministry of Shipping (MoS)Ministry of Home Affairs (MHA) other Ministries and Departments of the Central Governmentfor their valuable support guidance and continued co-operation. Your Directors also placeon record their appreciation for the support from Govt. of Karnataka.

Your Directors gratefully acknowledge support and Direction provided by the parentcompany Oil and Natural Gas Corporation Limited (ONGC) and the support of HindustanPetroleum Corporation Limited (HPCL) as Promoters of the company. Your Directorsacknowledge the continuous cooperation and support received from New Mangalore Port TrustFinancial Institutions Banks and all other stakeholdeRs. Your Directors recognize thepatronage extended by the valued customers for the products of the Company and promise toprovide them the best satisfaction. The Board would like to express its sincereappreciation for the dedicated efforts made and valuable services rendered by all theemployees collectively and concertedly as a Team known as "Team MRPL" towardsthe Company's achievements during the year 2019-20.

For and on behalf of the Board
(Shashi Shanker)
Place: New Delhi Chairman
Date : 14/08/2020 (DIN: 06447938)