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Mangalore Refinery And Petrochemicals Ltd.

BSE: 500109 Sector: Oil & Gas
NSE: MRPL ISIN Code: INE103A01014
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(-4.99%)
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OPEN 83.70
PREVIOUS CLOSE 88.10
VOLUME 20381
52-Week high 95.95
52-Week low 37.10
P/E 4.92
Mkt Cap.(Rs cr) 14,669
Buy Price 0.00
Buy Qty 0.00
Sell Price 83.70
Sell Qty 276912.00
OPEN 83.70
CLOSE 88.10
VOLUME 20381
52-Week high 95.95
52-Week low 37.10
P/E 4.92
Mkt Cap.(Rs cr) 14,669
Buy Price 0.00
Buy Qty 0.00
Sell Price 83.70
Sell Qty 276912.00

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

Company director report

Dear Members

The Board of Directors of your Company are pleased to share the highlights ofdevelopments and progress of your Company since its last report along with auditedfinancial statements Auditors' Report thereon and comments on the financial statements bythe Comptroller and Auditor General (C&AG) of India

STATE OF COMPANY'S AFFAIRS

Your Board is reporting the affairs of the Company for the FY 2020-21 as under:

Financial Performance

The standalone / consolidated financial highlights for the year ended 31/03/2021 aresummarized below:

Standalone

Consolidated

Year ended 31st March 2021 Year ended 31st March 2020 * Year ended 31st March 2021 Year ended 31st March 2020 *
PROFIT BEFORE TAX (345.10) (3957.50) (918.93) (5403.61)
Less: Current Tax (1.09) 103.74 (1.09) 103.74
Deferred Tax (103.55) (1320.89) (152.87) (1464.83)
PROFIT FOR THE YEAR (240.46) (2740.35) (764.97) (4042.52)
Add: Other Comprehensive Income 2.00 (8.57) 2.09 (8.89)
TOTAL COMPREHENSIVE INCOME (238.46) (2748.92) (762.88) (4051.41)
FOR THE YEAR
Less: Total Comprehensive Income Attributable - - (197.45) (688.02)
to Non-Controlling Interest
TOTAL COMPREHENSIVE INCOME (238.46) (2748.92) (565.43) (3363.39)
ATTRIBUTABLE TO OWNERS OF THE COMPANY
Add: Opening Balance in Profit and Loss Account 5532.51 8492.72 4127.97 7690.97
SUB TOTAL 5294.05 5743.80 3562.54 4327.58
LESS:APPROPRIATION
Transferred to / (from) Debenture Redemption Reserve - - - (11.68)
Payment of Dividend on Equity Shares - 175.26 - 175.26
Tax on Dividend - 36.03 - 36.03
CLOSING BALANCE (INCLUDING OTHER 5294.05 5532.51 3562.54 4127.97
COMPREHENSIVE INCOME)

* Restated

Your company achieved a turnover of Rs.50974 crore during the financial year 2020-21as against Rs.60728 crore during the financial year 2019-20. The company incurred a lossafter tax of Rs.240.46 crore during the financial year 2020-21 against loss of Rs.2740.35crore incurred during the financial year 2019-20. The Gross Refining Margin (GRM) forfinancial year 2020-21 was 3.71 $/bbl as against (0.23) $/bbl during the financial year2019-20.

Impacts of COVID on Financial performance

The outbreak of COVID-19 pandemic globally and resultant lockdown in many countries andhas impacted the business of the Company. Consequently lower demand for crude oil andpetroleum products has impacted the prices and refining margin globally during the part ofthe year and resulted in reduction in sales for the Company. The capacity utilisationgradually improved subsequently. Management has assessed the potential impact of COVID 19based on the current circumstances and expects no significant impact on the continuity ofoperations of the business on long term basis/ on useful life of the assets/ on long termfinancial position etc. though there may be lower revenues and refinery throughput in thenear future.

During the FY 2020-21 the Company has issued Non-Convertible Debentures (NCDs)aggregating Rs.1217 Crore. The NCDs are listed on BSE Limited and National Stock Exchangeof India Limited.

ICRA has reaffirmed the long-term rating of [ICRA] AAA (pronounced ICRA "Triple Arating with stable outlook) and the short-term rating of [ICRA] A1+ (pronounced ICRA A oneplus) on the Rs.12600 Crore bank facilities and also reaffirmed the rating of"[ICRA]A1+" (pronounced ICRA A one plus) for Rs.3000 Crore Commercial Paper(CP) / Short Term Debt (STD) programme. ICRA has also assigned rating of [ICRA]AAA(pronounced as ICRA "Triple A rating with stable outlook) for the Rs.3000 CroreNon-Convertible Debenture (NCD) Program of Mangalore Refinery and Petrochemicals Limited.

CRISIL has assigned "CRISIL AAA/Stable" (pronounced "CRISIL triple Arating with stable outlook") for the

Rs.3000 Crore Non-Convertible Debenture of Mangalore Refinery and PetrochemicalsLimited and also reaffirmed its Corporate Credit Rating (CCR) "CCR AAA/Stable"on Mangalore Refinery and Petrochemicals Limited. CARE Ratings has assigned "CAREAAA/Stable (pronounced "Triple A rating with stable outlook") for the

Rs.5000 Crore Non-Convertible Debenture and the short-term rating of A1+ for Rs.3000Crore Commercial Paper (CP) / Short Term Debt (STD) program of Mangalore Refinery andPetrochemicals Limited.

India Ratings (Fitch Group) has assigned "IND AAA/Stable (pronounced "TripleA rating with stable outlook") for the Rs.5000 Crore Non-Convertible Debentureprogram of Mangalore Refinery and Petrochemicals Limited.

OPERATIONAL PERFORMANCE

Some of the major highlights for the year 2020-21 are as under:

11.475 Crude processed MMT during the FY 2020-21 with the total input to the Refinerywas 11.497 MMT. Refinery was operating with reduced capacity during first half of FY2020-21 because of COVID-19 pandemic.

Due to very low demand and negative ATF cracks ATF product was upgraded to BS VI gradeHSD during this period.

MBN for the FY 2020-21 was 81.41 MMBTU/BBL/NRGF.

Heavy Reformate was supplied along with naphtha feedstock to Aromatic complex for thefirst time to produce Reformate at OMPL due to low Px – naphtha spread during Q1:2020-21. This also supported MRPL in managing the MS blend component stocks.

HSD product (50500 KL) was floated in hired vessel for the first time in Apr 2020 totide over HSD Ullage crisis due to sudden stoppage of product lifting by OMCs during endMarch and uncertainties regarding the berthing of vessel with crew coming from pandemicaffected load post for export cargo.

MRPL successfully replaced the catalyst of HCU-2 & GOHDS units with remoteassistance & offline support from catalyst vendors because of COVID-19. Catalystreplacement in HCU-1 was done with site support from catalyst vendor. HCU-1 HCU-2 &GOHDS are taken back on line successfully.

The following crudes have been processed for the first time:

Angolan (M/s. Sonangal) LS crude Nemba processed during Aug-20 Mars (API 29.2) &Bakken (API 42.5) Crudes from USA processed during Nov 20 Umm Lulu Crude (API 41.2) fromUAE processed during Jan-2021 Akpo (API- 48.18) from Nigeria and WTI Midland (API- 41.67)from USA processed during Feb-21 Poseidon from USA (API- 31.02) and Girassol from Angola(API-30.16) processed during March-21.

HSD & MS supply to Reliance (RIL) started in the month of Oct-20.

Highest ever Capacity utilization of LNHT & PENEX (ISOM unit) (105%) unit achievedin the month of Dec -20.

Highest Ever MS pumping for a month (89 TMT) through PMHBL in the month of Dec-20.

Highest Ever PP Domestic Dispatch of 44.708 TMT for the month of Jan-2021. (PreviousHighest Domestic Dispatch was 43.530 TMT in the month of Dec 2017).

Highest ever LPG dispatch of 101.818 for the month of Jan-2021. (Previous Highest was101.800 in the month of March 2018) Highest Ever Polypropylene production of 43.054 TMT inthe month of March 21.(Previous Highest Production was 41.983 TMT in the month of Jan2021) RLNG was taken into the refinery for the first time on 10th March 2021.

MARKETING AND BUSINESS DEVELOPMENT

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 2020-21 has been 1691 TMT with a sales value of

Rs.7207 Crores.

MRPL is continuously focusing its attention on its retail expansion in the States ofKarnataka & Kerala and so far your company has successfully commissioned 18 retailoutlets with another 20 retail outlets under various stages of construction. MRPL Retailwill be further expanded by adding 50 new retail outlets every year for the next 5 yearsand will be entering new geographical areas of Tamil Nadu Andhra Pradesh and Telangana inthe near future.

Your company expanded its Polypropylene Marketing Network to pan India basis tostrengthen its position as a reliable supplier in the domestic market. As an on-goingBusiness Development activity your company has introduced a niche grade Raffia GeneralPurpose grade (4.5 MI ) to widen customer base. As a service to the nation your companynot only maximized the production and sale of niche PP grade (35 MI HY035R - used formaking medical disposables like masks ) but has also maintained sufficient stock of thisgrade to meet any urgent requirement.

Your Company's Joint Venture Shell MRPL Aviation Fuel and Services Limited has steadilyacquired business for sale of Aviation Turbine Fuel (ATF) at Indian airports. The companyachieved a turnover of Rs.252.40 Crores during FY 2020-21 against turnover of Rs.823.58Crores in the previous FY 2019-20.

RECOGNITION

1. Indian Green Manufacturing Challenge ( IGMC) 2019-2020 - Silver Medal

2. FICCI Award 2020- First Prize in Outstanding Leadership Award for establishingcoastal Karnataka as a strategic energy security region of India

3. PRSI National Award 2020- Industries response during Covid-19 situation

4. PRSI National Award 2020 – Event Management

5. SAKSHAM 2020 Award of CHT - MRPL bags 1st Prize in Furnace Efficiency

6. Patents in Oxidative treatment of Refinery spent caustic and a process for thefractional distillation of crude oil

PROCUREMENT OF GOODS AND SERVICES FROM MSMEs

In line with the Public Procurement Policy 2012 issued by Ministry of Micro Small andMedium Enterprises for the year 2020-21 against the target of 25% your Company hasachieved 41.54% procurement of goods 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(MoPNG) the entire country has to move towards BS VI quality specifications for MS andHSD. The project involves setting up of new units and additional facilities. M/s.Engineers India Limited is the Engineering Procurement and Construction ManagementConsultant for the job. The project was affected by the first wave of Covid in March 2020and the second wave and lockdown in Karnataka from last week of April 2021. HoweverMechanical Completion of the main unit –FGTU is achieved on 31.12.2020. The unit isin advanced stage of commissioning and product out is envisaged in the month of July 2021.On commissioning and stabilization of FGTU process unit the complex will produceadditional 25 TMT/month BS VI MS. Mechanical completion of auxiliary units is scheduled inthird quarter of FY 2021-22.

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 company. M/s. Fichtner India is theProject Management Consultant and M/s VA Tech Wabag Limited is the LSTK contractor. Theplant was scheduled to be completed by third quarter of FY 2020-21. However the firstwave of Covid-19 in March 2020 and the second wave and lockdown in Karnataka from lastweek of April 2021 had a major impact on Mechanical Completion which is now scheduled insecond quarter of FY 2021-22.

Marketing Terminal at Devongonthi Bengaluru

Marketing Terminal at Devangonthi Bengaluru is being constructed to cater to businessprimarily in the state of Karnataka. The terminal would receive finished petroleumproducts (MS HSD & ATF) through the existing

PMHB pipeline from MRPL. The supplies of petroleum products to the retail outlets /customer / aviation stations would be met through road tankers. M/s. Nauvata EngineeringPrivate Limited is the Project Management Consultant. Tendering for execution of theproject is in progress. The Terminal is scheduled to be completed by first quarter of FY2023-24.

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.

Modification of Gas Turbines for Natural Gas firing

MRPL has two Gas Turbines. Presently GT-1 is fired using Light Cycle Oil and GT-2 byRefinery Fuel Gas. However with the availability of Natural Gas it is economical to firethe Gas Turbines using Natural Gas which is a clean fuel. M/s. L&T-SL is the ProjectManagement Consultant and M/s. BGGTS is the Licensor for the project. The project is ontrack to be commissioned by fourth quarter of FY 2021-22.

CCR-1 Revamp

CCR-1 converts heavy naphtha feedstock into high octane reformate for gasoline blendingand produces hydrogen for hydro-treating / hydrocracking. Revamp of Regenerator section ofCCR-1 is being carried out to increase Regenerator Coke burn capacity thereby resulting inoverall capacity increase to 80 m3/hr (from current 75 m3/ hr). M/s. Triune EnergyServices Private Limited is the Engineering Procurement and Construction ManagementConsultant for the project. Mechanical Completion of the project is scheduled in thirdquarter of FY 2021-22.

PFCC Stack Wet Gas Scrubber System

Petrochemical Fluidized Catalytic Cracking (PFCC) unit processes unconverted oil fromHydrocracker units straight run low sulphur vacuum gas oil and hydro treated heavy cokergas oil and converts into value added products such as propylene LPG and gasoline. Duringthis process carbon is deposited on the catalyst which reduces the ability of thecatalyst to aid the cracking process. The carbon is then burnt off and the catalyst isregenerated. The regeneration process produces flue gas which passes through a system ofcyclones and separators to remove catalyst fines. The project is conceived to reduce SPMlimit in flue gas of PFCC as pollution control measure. M/s. Thyssenkrupp IndustrialSolutions (India) Private Limited is the Project Management Consultant for the project.Mechanical Completion of the project is scheduled in first quarter of FY 2023-24.

PFCC LPG + Propylene Amine Scrubber

While processing feed with high Sulphur content in Petrochemical Fluidized CatalyticCracking (PFCC) higher Hydrogen Sulfide (H2S) is expected in LPG and Propylene stream.Current system to meet H2S in LPG and Propylene product is caustic wash. Amine ScrubberSystem reduces dependency on caustic wash to a large extent. The system removes H2S in theLPG and Propylene streams and minimizes the spent caustic generation in existing CausticTreatment System. Mechanical Completion of the project is scheduled in first quarter of FY2023-24.

Information Technology for Digital Transformation and IT Security

With the view to support organizational demands and for effectively utilizingInformation technology MRPL has been undertaking several digital transformationinitiatives. MRPL has a state of art SAP Data Center (DC) and Disaster Recovery (DR)Center. The Data Center hosts a set of hardware infrastructures which caters to the day today business needs of the organization. Recently MRPL successfully carried out thetechnical migration of its ERP and related hardware infrastructure. This has helped thebusiness achieve better performance and also future ready for upcoming versions.

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 an 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 ineffectiveness and transparency in its business process and delivery mechanism. In order toachieve the said objective MRPL has successfully implemented the E-Office system. It is adigital workplace solution that replaces the existing manual handling of files anddocuments with efficient electronic system. The solution seeks to achieve a set ofobjectives like increasing efficiency & effectiveness of the processes employeeproductivity and efficient management of data documents files information &knowledge project tracking & monitoring etc within MRPL for better communication& co-ordination among departments.

SECRETARIAL STANDARDS

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 year2020-21.

HEALTH SAFETY & ENVIRONMENT PERFORMANCE

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

z Environmental Clearance granted by MoEF&CC for proposed Modernizationprojects consisting of Wet Gas Scrubber Re-gasified Liquefied Natural Gas (RLNG)facility CCR1 Revamp BBU LPG ATU in PFCC unit.

z Environmental Clearance was recommended by State Environment Impact AssessmentAuthority GoK for 2G-Ethanol project. Revised wild life conservation plan submitted toDCF Haaveri for authentication.

z Consent For Operation (CFO) application filed for MRPL BS-VI project and KSPCBsite inspection completed.

z Consent For Operation (CFO) application filed for Desalination unit atTannirbhavi village.

z Consent For Establishment application filed for proposed Marketing Terminal atDevanagunthi. NOC obtained for the same from Department of Forest GoK.

z Baseline monitoring for Environment Impact Assessment study of PACE projectcommenced.

In view of harnessing the potential of bamboo crop and to promote bamboo plantationto fight climate change and desertification Bamboo saplings planted.

z 348 MT of Oily Sludge 976 MT of PFCC Spent catalyst 230 MT of Spent clay and311 MT of Waste Insulation have been Co-processed in SPCB Authorized cement industries.

z 538 MT of Spent catalysts and 141 MT of Spent Carbon have been disposedthrough SPCB Authorized Recyclers/ Reprocessors.

z 2.2 MT of E-Waste (Fused Lamps) have been disposed through SPCB AuthorizedRecyclers.

z 15.9 MT of Waste White Oil have been disposed to SPCB Authorized IncinerationFacility.

z 6185314 M3 of Tertiary Treated Municipal Sewage water from Mangalorecity was utilized in MRPL during FY 20-21.

z Oil Spill mock drill was carried at SPM area along with NMPT and Indian CoastGuard.

Safety

z In case of MRPL employees 1755 days without Reportable Lost Time Injuries (RLTI)achieved as on 31-03-2021 and 273 days without RLTI in case of Contract workers as on31-03-2021.

z 24.17 Million Man hours worked as on 31-03-2021 by MRPL employees.

z On-site mock drill was carried out in presence of Deputy Commissioner Mangaloreand Deputy Director of Factories and other Statutory Officials to demonstrate disastermanagement preparedness.

z External Safety Audit was conducted by National Safety Council Karnataka-Chapter.

z PNGRB accredited inspection agency carried out Site Assessment Survey forcertifying updated ERDMP document.

z Oil Industry and Safety Directorate (OISD) carried out External Safety Audit ofthe Refinery and Pre Commissioning Safety Audit of FGTU unit.

Occupational Health

z Two Occupational Health Centres (OHC) in Refinery and one Hospital in thetownship area which are equipped with emergency medical aids round the clock Ambulancefacility with 10 doctors and paramedic are augmented with shower facility for Chemicalcontact emergency medicines and antidotes.

z During the outbreak of Covid-19 MRPL Occupational Health Centre was amongst thefirst to respond by coming out with an advisory Circular. Subsequently in view of thegravity of the situation Occupational Health Centre was aptly and adequately supported bymaking all possible arrangements to combat and contain the spread of Covid-19. MRPLHospital was made to stand as equipped enough as per the approved protocol & wasdeclared the designated location for the benefit of all stakeholders for the purpose ofinitiation screening & treatment before being referred for further medical managementif required to combat Covid-19.

Sustainability Development

z MRPL envisages sustainability as a major driver for building future readiness ina dynamic market environment.

In this process we took cognizance of the social and environmental challenges andaccordingly aligned our refining process. In this process MRPL is pursuing projectsrelated to decreasing carbon foot print by energy conservation improving the energyefficiency in its processes use of renewable energy sustainable water managementproject to reduce fresh water consumption by recycling /use of treated effluent andeffective waste management through reduce reuse and recycle initiatives.

MRPL is in the process of establishing a biodiversity park in about 41 acres ofmarshy land. In this process MRPL has entered into an MOU with Dr. Shivarama KarnathaPilikula Nisarga Dhama the domain experts in this subject. The process of establishingthis park will take approximately 60 months and it is expected to be developed completelyby the year 2024. In this process the marshy land will be converted into a full-fledgedbio diversity park which will contain endemic tree species which will help in attractingbirds insects etc. This will also contain aquatic plants which will help in increasingthe diversity of fishes and other aquatic animals.

z MoU signed with Dr. Shivarama Karantha Pilikula Nisargadhama for Conservation ofBiodiversity - Adoption of Wild Animals in Pilikula Biological Park DK Mangalore.

z MRPL has established a Vermi compost production facility inside its premises forconverting plant /tree wastes like leaves branches etc. into compost which shall beused as manure in its horticulture activities and green belt development. This will helpin reducing dependency on inorganic fertilizer which is presently being used. The firstbatch of vermicomposting for the quantity of 40kg was harvested on 26/03/2021.

z MRPL is establishing a tree park in approx. 25 acres of land at Bengre PanamburMangalore which is near our Desalination Plant. This is being done in coordination withKarnataka Forest Department (KFD).

z All efforts are in place to provide cleaner energy solution balancing theshort and long term interests integrating social economic and environmentalconsiderations. This will sustain our business in a safe efficient and responsiblemanner.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY DEVELOPMENT Corporate SocialResponsibility

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:

2. Arogya Samrakshan

3. Bahujan Samrakshan

4. Prakruti Samrakshan

5. Sanskrithi Samrakshan

The CSR & SD Policy may be accessed on the Company's website athttp://www.mrpl.co.in/csr. The Annual Report on CSR activities for FY 2020-21 is annexedherewith as "Annexure-A"

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE

During the FY 2020-21 MRPL acquired the stake of ONGC in ONGC Mangalore PetrochemicalsLimited (OMPL) and as on March 31 2021 MRPL holds 99.99% stake in OMPL. As per theMaterial Subsidiary Policy OMPL is not a material subsidiary of the Company applying thetest of materiality for the FY 2020-21. A scheme of amalgamation of OMPL with MRPL hasbeen filed with the Ministry of Corporate Affairs pursuant to the provisions of Section230 to 232 of the Companies Act 2013 and other applicable statues Regulations andGuidelines. Pursuant to Section 129(3) of the Companies Act 2013 read with Rule (5) ofthe Companies (Accounts) Rules 2014 a statement on the performance and financialposition of the subsidiary and Joint Venture Companies is provided as an Annexure to theConsolidated Financial Statements. The details on the performance and financial positionof Subsidiary Associate and Joint Venture Companies are given in Management Discussionand Analysis (MDA) Report.

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.

ANNUAL REPORT OF SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENT

The Audited Consolidated financial statements for the year ended 31st March2021 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.

INDIAN ACCOUNTING STANDARDS (IND AS) – IFRS CONVERGED STANDARDS

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.

TRANSFER TO RESERVES

No amount has been transferred to General Reserves for the financial year 2020-21.

DIVIDEND

In view of the losses your Directors express their inability to recommend any dividendfor the FY 2020-21. The Dividend Distribution Policy in terms of Regulation 43A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") is uploaded on the Company'swebsite.

DEPOSITS

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

There have been no loans / guarantees given or securities provided during FY 2020-21under 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.

SHARE CAPITAL

The company has not issued any shares during FY 2020-21. The Issued Subscribed andPaid up Equity Share Capital of your Company as on 31/03/2021 was ‘1753 Crore. TheCompany has not issued any equity shares with differential rights as to dividend votingor otherwise and also sweat equity shares to employees of the Company under any schemeduring the FY 2020-21.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There has been no change in the nature of business during the year. No material changesor commitment have occurred after close of the year till date of this report which affectsthe financial position of the Company. However the impact of Covid-19 pandemic remains amajor concern for the Company / Group.

HUMAN RESOURCES

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 2020-21 various welfare related policies have been implemented by the Company forits employees.

The Company maintains a 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 2020-21. LongTerm Memorandum of Settlement was signed with MEU (MRPL Employees Union) in conciliationbefore Assistant Labour Commissioner(C) on 6th February 2021. The welfarepolicies of the company are being revised consistent with the industry policies so as toenable 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 31/03/2021 there are 32 permanent employees with disabilitieson the roll of MRPL.

During the financial year 2020-21 company has recruited 23 employees comprising of 04Scheduled Caste (SC) employees and 01 Scheduled Tribe (ST) employee and 05 womenemployees.

During the Year 2020-21 the Company devoted 6510 Mandays for training development andlearning which amounts to 5.44 average Mandays per employee for Management staff and 1.52Mandays per 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 thereport.

Skill Development Center:

As part of National Skill Development Mission Govt. of India MRPL has undertakenskill development initiatives. MRPL has partnered with NTTF Bengaluru & CIPET Mysurufor imparting skill development training for unemployed youths. Both these institutes areaffiliated to National Skill Development Council (NSDC). So far 230 candidates havecompleted their training in the above institutes and 182 candidates have been placed invarious industries. Balance candidates are either pursuing higher skill set have startedtheir own business or have gone abroad.

WOMEN EMPOWERMENT

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

Your Company has an Internal Complaints Committee (ICC) required under SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therehave been no cases reported to the committee for the FY 2020-21. Annual Report pertainingto sexual Harassment of Women at workplace is attached at

‘Annexure - C'.

OFFICIAL LANGUAGE

Annual Hindi Implementation Report for the year 2020-21

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. At regular intervals inspection of internal departments and subordinateoffices were carried out.

Also Hindi Fortnight was celebrated and many online Hindi competitions such as HindiKnowledge competition Admin. Glossary Letter writing etc. were conducted for theemployees in the month of September 2020. In addition to the above one more online Hindicompetition (Admin. Glossary) was conducted in January 2021 for employees. Competitionswere held in Hindi language for employees and their family members during National SafetyDay Environment Day Security awareness week and Vigilance awareness week. Hindi usage ispromoted by conducting special quiz competition for senior officers such as CGMs &GGMs during Hindi month celebrations. Hindi classes were conducted regularly to employeesto qualify in Prabodh Praveen & Pragya examinations. Employees are motivated to passfinal Hindi examinations through Incentive schemes such as Cash award & Personal Payetc. To increase the correspondence in Hindi in the organization Unicode facilities wereactivated on all computers used for daily office work.

Special awards were given to 14 students of DPS (Delhi Public School) in MRPL Townshipwho have scored highest marks in Class-X Hindi examination.

Your Company participated at TOLIC level Hindi competitions and won Three prizes andstood First at the TOLIC level competitions. Online Hindi Essay competition was conductedfor employees of TOLIC member organizations in August 2020.

In order to propagate and promote usage of Hindi in the company in house Hindi Journalnamely "MRPL PRATIBIMB" is being annually published. MRPL follow the guidelinesof OL (Official Language) and conducted OLIC (Official Language Implementation Committee)meetings during four quarters of the year under the chairmanship of Managing Director toreview and for action plan for improving usage of Hindi in MRPL. Your company is makingContinuous efforts for promoting Hindi usage in the organization by encouraging employeesthrough trainings workshops seminars and incentives.

RIGHT TO INFORMATION ACT 2005

Your company has put in place an elaborate mechanism to deal with matters related tothe Right 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). RTImanual is hosted on the website of the Company as per Section 4(2) of the RTI Act. Yourcompany 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 the online portal ofCentral Information Commission www.cic.gov.in within the prescribed time limit. The dataon RTI applications received and disposed off by your company is available online atwww.mrpl.co.in/Content/RTI.

SECURITY MEASURES

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. The Refinery has a state-of-the-art electronicsurveillance system with an integrated CCTV cum Electronic Intrusion Detection systemwhich is monitored from a Central Command & Control Centre.

Security is on top of the agenda of your Company and to ensure preparedness periodicmock drills are conducted. To promote awareness of security issues among all stakeholdersSecurity Awareness Weeks are organized periodically.

VIGILANCE FUNCTION

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 continuously carried out during the year. Your company has a full timeChief Vigilance Officer assisted by a dedicated team.

Your company has adopted a complaint handling procedure in accordance with CVCregulations in which all complaints received from various sources are documented andinvestigated by vigilance. The details on the best vigilance practices and links tovarious useful websites are also provided in the MRPL Corporate website. Your company hasachieved high compliance level with regard to e-procurement e-tender and e-payment. Inline with instructions of CVC your company had conducted Vigilance Awareness programs forspreading awareness on Integrity. Many awareness activities were designed to touch allwalks of life. Fifth edition of in-house Vigilance Souvenir "Pardarshak" wasreleased in e-book form. Vigilance Awareness Online Quiz Competition was organized forColleges by Mangalore Refinery and Petrochemicals Limited (MRPL) on Vigilance relatedtopics for creating awareness among college students and citizens. More than 4000 studentsparticipated in this quiz from almost all states and 12 different countries. Online essaycompetition for school and college students with the theme "Vigilant India –Prosperous India" was conducted. Online poster competition was conducted for Collegestudents. The students of several schools and colleges participated in large number in theprogramme. Promotional videos and number of competitions like Short film making postermaking slogan writing online quiz essay writing etc. were conducted for employees anddependents. Short films posters etc. were put in MRPL social media handle for creatingawareness. The use of technology by MRPL to improve transparency has been a focus area ofaction.

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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

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.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

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.

ANNUAL RETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on 31/03/2021 is available on the Company's website atwww.mrpl.co.in/shareholders/annualreturn.

RELATED PARTY TRANSACTIONS & PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATEDPARTY :

All transactions entered with related parties during the FY 2020-21 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's major related partytransactions are generally with its holding Company subsidiary joint Venture Company andassociates. All the contracts/arrangements/ transactions entered into with related partieswere on arm's length basis intended to further the Company's interest. The Company hasadopted a Related Party policy and procedure which is available at company's website. Theparticulars of every contract or arrangements entered into by the Company with RelatedParties referred in Section 188(1) of the Companies Act 2013 is attached in theprescribed Form No. AOC – 2 as ‘Annexure-E'. MCA vide Notification dated05/06/2015 has exempted the applicability of proviso 1 and 2 of Section 188(1) of theCompanies Act 2013 for transactions entered into between two Government Companies.

DIRECTORS & KEY MANAGERIAL PERSONNEL :

Changes in the Board of Directors and Key Managerial Personnel during the financialyear 2020-21

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) of the Companies Act 2013 regarding policy on Directors appointment andremuneration shall not apply in view of the MCA notification dated 05/06/2015.

z Shri M Vinayakumar Director (Refinery) ceased to be Director on the boardof MRPL on his superannuation on 31/05/2020

z Shri Vijay Sharma and Shri Sunil Kumar ceased to be a Directors on the board ofMRPL w.e.f. 04/08/2020 and 10/12/2020 respectively.

z Shri Balbir Singh Dr. G.K. Patel Shri V.P. Haran and Shri Sewa Ram ceased to beIndependent Directors on the Board of MRPL w.e.f 07/09/2020 on completion of their tenure.

z Shri Sanjay Varma was appointed as Director (Refinery) on the Board of MRPLw.e.f. 09/06/2020.

z Shri Rohit Mathur and Ms Esha Srivastava (Government Nominee Directors) wereappointed as Additional Directors on the Board of MRPL on 10/12/2020.

z Shri Rohit Mathur and Ms Esha Srivastava who have been appointed as AdditionalDirectors on the Board of MRPL to hold office as Additional Directors until the date ofAnnual General Meeting and being eligible offer themselves for appointment as Directors atthe 33rd 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 31/03/2021

Shri Shashi Shanker Chairman/Director - MRPL has resigned from the Board of MRPL w.e.f01/04/2021 consequent to his superannuation from the services of Oil and Natural GasCorporation Limited as Chairman & Managing Director on 31/03/2021.

Shri Subhash Kumar has been nominated as the Chairman on the Board of MRPL by ONGC witheffect from 05/04/2021.

Shri Om Prakash Singh has been appointed as Additional Director of MRPL by ONGC witheffect from 07/06/2021.

Changes in the Key Managerial Personnel after 31/03/2021

Shri Dinesh Ranjan Mishra ceased to be Company Secretary and Compliance Officer due tosad demise on 02/05/2021.

Shri K B Shyam Kumar was appointed as Company Secretary and Compliance Officer witheffect from 17/05/2021.

FORMAL ANNUAL EVALUATION:

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 perRegulation 17 of SEBI LODR) Regulations 2015 formal annual evaluation of IndependentDirector for the FY 2020-21 had been carried out by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act 2013 the Board ofDirectors of your Company has made the following statement for FY 2020-21:

a) In the preparation of the Annual Financial Statements for the year ended March 312021 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.

NUMBER OF BOARD MEETINGS:

The Board of Directors of your Company had seven (7) Meetings during the FY 2020-21.The maximum 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.

AUDIT COMMITTEE:

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 Listing 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.

NOMINATION REMUNERATION (NR) AND HUMAN RESOURCE MANGAGEMNT (HRM) COMMITTEE :

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.

RISK MANAGEMENT POLICY :

In line with the requirements of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 your Company has developed and rolled out a comprehensiveEnterprise -wide Risk Management (ERM) Policy throughout the organization. The AuditCommittee periodically reviews the risk assessment and mitigation actions in MRPL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS :

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.

CORPORATE GOVERNANCE :

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 Listing Regulations 2015 andhas complied 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 2020-21 forms part of this Report.

Pursuant to Schedule V of the SEBI Listing Regulations 2015 the Auditors' certificateon compliance of conditions of Corporate Governance also forms part of the Annual Report.The Auditors have made observations on non-availability of requisite number of IndependentDirectors on the Board of the Company from 07/09/2020 constitution of Audit Committee andNomination and Remuneration Committee. The matter for appointment of requisite number ofindependent Directors is being pursued with MoP&NG and the same is under activeconsideration of MoP&NG. Pursuant to requirements of the Companies Act 2013 and SEBIListing Regulations 2015 following policies/codes have been formulated and uploaded onthe Company's website at www.mrpl.co.in a) Code of Conduct for Board Members and SeniorManagement 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

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 financial year no amounts ofunclaimed dividend and corresponding shares were due for transfer to Investor Education& Protection Fund (IEPF). The details are provided in the Shareholder InformationSection of this Annual Report and are also available on website of the companywww.mrpl.co.in.

ANNUAL BUSINESS RESPONSIBILITY REPORT :

SEBI Listing 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 2020-21 forms part ofthis Report.

MANAGEMENT DISCUSSION AND ANALYSIS :

In terms of Regulation 34 of the SEBI Listing Regulations 2015 the Management'sDiscussion and Analysis (MDA) Report for the FY 2020-21 forms part of this Report.

INTERNAL FINANCIAL CONTROL :

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 safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of accounting records and the timely preparation of reliable financialinformation. The Company has in-house internal Audit Department commensurate with its sizeof operations. 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.

As regards Financial Reporting controls the internal auditor verifies the adequacy andeffectiveness of controls. Your Company has also obtained a certificate from the JointStatutory Auditors under Section 143(3)(i) of the Companies Act 2013 towards theexistence of adequate internal financial control system over financial reporting and itsoperating effectiveness as at 31st March 2021 which forms part of this annualreport.

AUDITORS:

Joint Statutory Auditors

M/s Sankar & Moorthy Chartered Accountants Kannur and M/s Ram Raj & CoChartered Accountants Bengaluru were the Joint Statutory Auditors of the Company for theFY 2020-21. They have audited the Financial Statements for FY 2020-21 and submitted theirreport which forms part of this report. There is no qualification in the Auditors Reporton the financial statements of the Company. Notes to the Accounts referred to in theAuditors Report are self-explanatory and therefore do not call for any comments. Totalfees paid to the Joint Statutory Auditors for the financial year 2020-21 was Rs.25 lakh onconsolidated basis.

Secretarial Auditors

Your Company engaged M/s Ullas Kumar Melinamogaru & Associates Practicing CompanySecretary Mangaluru for conducting Annual Secretarial Audit for FY 2020-21 pursuant toSection 204 of the Companies Act 2013. M/s Ullas Kumar Melinamogaru & AssociatesPracticing Company Secretary Mangaluru has issued Secretarial Audit Report for the FY2020-21 which forms part of this report as ‘Annexure-F'. The Auditors havemade observations on the composition of the Board with regard to requisite number ofIndependent Directors on the Board of the Company. The matter for appointment of requisitenumber of independent Directors is being pursued with MoP&NG and the same is underactive 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 2020-21 are being audited by Cost Auditors M/s. Chandra Wadhwa & Co. NewDelhi.

COMMENTS OF C&AG ON THE JOINT STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED ANDSTANDALONE FINANCIAL STATEMENTS FOR THE FY 2020-21

The Comments of Comptroller & Auditor General of India (C&AG) forms part ofthis report and are attached as ‘Annexure-G'. You would be pleased toknow that there are no comments from C&AG on the Auditor's Report or on the FinancialStatements for the year 2020-21.

ACKNOWLEDGEMENT

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 Government 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 2020-21.

For and on behalf of the Board
Sd/-
(Subhash Kumar)
Place: New Delhi Chairman
Date: 29/07/2021 (DIN: 07905656)

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