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Mangalore Refinery and Petrochemicals Directors Report, MRPL Reports by Directors
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Mangalore Refinery and Petrochemicals
BSE: 500109|NSE: MRPL|ISIN: INE103A01014|SECTOR: Refineries
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Download Annual Report PDF Format 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 On behalf of the Board of Directors, I take pleasure in presenting the
 Board''s Report on the performance of your Company, together with the
 Audited Financial Statements and Auditors'' Report and the Report of the
 C&AG of India for the financial year ended 31/03/2015.
 
 1.0 THE STATEMENT OF COMPANY''S AFFAIRS:
 
 1.1 PERFORMANCE AT A GLANCE
 
 - Crude processed at 14.65 MMT during the year 2014-15 against 14.55
 MMT during the previous year 2013-14.
 
 - Turnover at Rs 62,412 Crores during the year 2014-15 against Rs
 75,226 Crores for the previous year 2013-14.
 
 - Export Turnover at Rs 22,790 Crores during the year 2014-15 against
 Rs 35,392 Crores for the previous year 2013-14.
 
 - After Tax Loss Rs 1,712 Crores during the year 2014- 15 against
 Profit of Rs 601 Crores for the previous year 2013-14
 
 1.2 FINANCIAL PERFORMANCE
 
 The Audited Standalone / consolidated financial performance for the
 year ended 31/03/2015 is summarized below:
 
                                                         (Rs In Crores)
 
                                                    Standalone
                                           Year ended        Year ended 
                                       31st March 2015   31st March,2014
 
 Turnover                                        62412             75226
 
 Profit before                                   (1250)             1437
 
 Depreciation Interest and Tax Interest 
 
 Interest and Finance Charges                      407               321
 
 Gross Profit after interest but before          (1657)             1116
 Depreciation and Tax
 
 Depreciation and Amortizations                    499               706
 
 Profit/(Loss) Before Tax                        (2156)              410
 
 Provision for Taxation                           (444)             (191)
 (deferred tax liability)
 
 Profit/(Loss) after Tax                         (1712)              601
 
 Balance of Profit/(Loss)                         4839              4238
 brought forward from previous year
 
 Surplus available for appropriation              3075              4839
 
 
                                                   Consolidated 
                                           Year ended        Year ended 
                                       31st March 2015   31st March,2014
 
 Turnover                                        62051             74952
 
 Profit before Depreciation Interest and Tax     (1325)             1448
 
 Interest and Finance Charges                      448               323
 
 Gross Profit after interest but before          (1773)             1125
 Depreciation and Tax
 
 Depreciation and Amortizations                    522               707
 
 Profit/(Loss) Before Tax                        (2295)              418
 
 Provision for Taxation (deferred tax liability)  (442)             (188)
 
 Profit/(Loss) after Tax                         (1853)              606
 
 Balance of Profit/(Loss) brought forward         4858              4252 
 from previous year 
 
 Surplus available for appropriation              3003              4858 
 
 1.3 OPERATIONAL PERFORMANCE:
 
 - Your Company had processed highest ever crude of 14.65 MMT during
 the financial year 2014-15 compared to 14.55 MMT during the previous
 year.
 
 - The operating margin was 3.44 $/bbl during 2014-15 as against 1.69
 $/bbl during 2013-14.
 
 - Your Company has achieved export turnover of Rs 22,790 Crores
 during the financial year 2014-15 by exporting products viz., Motor
 Spirit, Naphtha, Mixed Xylene, High Speed Diesel, Jet fuel and Fuel
 Oil.
 
 1.4 DIVIDEND AND TRANSFER TO RESERVES:
 
 During 2014-15, your Company has incurred loss of Rs 1,712 Crores.
 Hence, your Directors have not recommended any dividend for FY 2014-15
 and no amount has been transferred to General Reserve during the FY
 2014-15.
 
 1 .5 DEPOSIT:
 
 Your Company has not accepted any fixed deposit during the year from
 the public. As on 01/04/2014, certain customer advances remained unpaid
 which were classified as deemed deposits under the provisions of the
 Companies Act, 2013 and were refunded to customers during the year.
 
 1.6 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
 
 Details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to Financial Statements.  Full particulars of Loans given,
 Investments made and Guarantees given, and Securities provided are
 furnished in the notes to Financial Statements forms part of the Annual
 Report.
 
 1.7 SHARE CAPITAL:
 
 The Authorised Share Capital of the company has been increased from Rs
 2,000 Crores to Rs 3,000 Crores. The Issued, Subscribed and Paid up
 Equity Share Capital of your Company as on 31/03/2015 stood at Rs 1,753
 Crores.  During the year under review, the Company has not issued
 shares with differential voting rights nor has granted any stock
 options or sweat equity as any kind of securities.
 
 1.8 MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
 BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT.
 
 There is no occurrence of material change and commitment made between
 the end of financial year and date of this report which has affected
 financial position of the company.
 
 1.9 CREDIT PROFILE
 
 - After Annual surveillance, the highest Corporate Credit Rating has
 been reaffirmed by both ICRA and CRISIL in March 2015.
 
 - ICRA has reaffirmed Ir AAA to MRPL.
 
 - [ICRA] AAA for Rs 3,000 Cr. Fund- Based limits of MRPL.
 
 - [ICRA] A1  to Rs 4,000 Cr. Non-Fund based limits of MRPL.
 
 - [ICRA] A1  to Rs 900 Cr. Commercial Paper Programme to MRPL.
 
 - CRISIL has reaffirmed the highest Corporate Credit Rating [CCR
 AAA] to MRPL.
 
 2.0 MARKETING & BUSINESS DEVELOPMENT:
 
 Your Company has retained its strong market presence in its Refinery
 zone for various petroleum products and also been able to get a good
 market reach for Petcoke.  Company could evacuate Petcoke and Sulphur
 on a consistent basis in domestic as well as export market.
 
 With entry of natural gas pipeline in North Karnataka & Goa, customers
 earlier using Fuel Oils are shifting to Gas, leading to shrinkage of
 liquid fuels market. However, due to commissioning of the Petcoke unit
 in MRPL, Company has carried good market development and has already
 attained market leadership for Petcoke sales in South India.
 
 Your Company continues to expand its market spread in the direct sales
 segment of petroleum products in the state of Karnataka and its
 adjoining states. Your Company has significant market share and direct
 customer relations for products such as Bitumen, Fuel Oil, Sulphur,
 Diesel, Petcoke and Mixed Xylene in its refinery zone. The total sales
 volume of direct marketing products during the FY 2014-15 was 0.81 MMT
 with a sales value of Rs 1,926 Crores compared to volume of 0.46 MMT
 and sales value of '' 2,291 Crores in the previous FY 2013-14.
 
 The deregulation of HSD pricing has opened up opportunities for
 recommencing the retail business.  Your company has significantly
 increased HSD sales in its refinery zone. Domestic sale of Sulphur has
 also increased considerably against previous year. Your Company has
 commissioned its first dealer operated Retail Outlet at Mangalore in
 December, 2014 and is in the process of setting up large number of
 retail outlets in its refinery zone.
 
 Your Company has set up a Polypropylene plant of 440 KTPA capacity and
 company has already appointed required channel partners in initial
 primary target markets for marketing of Polypropylene. Detailed Market
 study has been completed and Sales are expected to commence soon. In
 addition, Your Company is also developing its own storage
 infrastructure for Polypropylene in Karnataka.
 
 3.0 HEALTH, SAFETY AND ENVIRONMENT PERFORMANCE
 
 Your Company have achieved 1212 accident free days as on 18/05/2015
 with 12.10 million man hours worked.  The various units of Phase - III
 Refinery Upgradation and Expansion Project and storage tanks were
 commissioned safely during the year.
 
 Your Company is committed towards imparting continuous training in fire
 and safety practices. Regular Mock exercises were conducted considering
 the various emergency scenarios in plant and non plant areas.
 
 Your Company believes in Perform beyond Compliance - that is to
 perform better than minimum required by statutes. The Refinery of your
 Company is a certified ISO
 
 14001: 2004 for Environment Management Systems by TUV Rheinland. The
 major achievements on the Environment Management and performance are
 summarized as under:
 
 In Environment Management, the company''s Philosophy is to perform
 beyond Compliance - that is to perform better than minimum required by
 statutes. The major Achievements on the Environment Management front
 include:
 
 - Water Audit Study conducted in the Refinery by M/s.  National
 Productivity Council, Hyderabad.
 
 - Marine Quality Monitoring at Single Point Mooring (SPM) conducted
 by M/s. College of Fisheries, Mangalore.
 
 - Utilization of Sewage Treatment Plant (STP) water as make-up to
 cooling towers carried out. This measure is directly resulted in
 reduction of fresh water consumption.
 
 - A Sulphur Pastillation Unit is commissioned as a part of Phase -
 III Project to reduce the dust emissions.
 
 - Inspection of Tier - I facility of SPM was carried out by OISD &
 Indian Coast Guard in the month of March, 2015.
 
 - CTBD (Cooling Tower Blow Down) system of WWTP - III commissioned in
 the month of March, 2015.
 
 - VOC Recovery system is commissioned in WWTP - III.
 
 - SOx & NOx Stack Online Analyzer data of Phase - I & II units
 connected to CPCB server in the month of March, 2015.
 
 - Hydrocarbon detectors at strategic locations in the refinery are
 provided.
 
 - VOC Emission monitoring carried out in the refinery through reputed
 agency at 74000 points and corrective measures are taken to effectively
 minimize the same, wherever needed.
 
 - Periodic Manual Stack Monitoring is being carried out by MoEF/KSPCB
 approved external agency.
 
 - Ambient Air Quality Monitoring is carried out by MoEF/ KSPCB
 approved external agency in and around the refinery at 9 location
 including 4 locations in Phase - III area as per revised National
 Ambient Air Quality Monitoring Standards published by Ministry of
 Environment & Forests.
 
 - An advanced technology has been employed for cleaning Crude Tanks
 in the refinery which results in lower oil content in the Tank sludge.
 
 - Environment Awareness Programmes was organized periodically in the
 neighboring villages in association with Karnataka State Pollution
 Control Board.
 
 - 70-75% of the total treated Effluent is recycled back to the
 cooling towers.
 
 - Continuous online monitoring of Analyzers installed to monitor
 Treated Effluents for parameters like pH, Sulphide, Dissolved Oxygen,
 Phenols, before discharged to sea.
 
 - Treated effluents are monitored on a daily basis at both Refinery
 end & at APMC yard.
 
 - A Fortnightly Marine Environment Impact Assessment study is being
 carried out through College of Fisheries, Mangalore from 7 monitoring
 stations set-up in the vicinity of Treated effluent Disposal point (at
 sea) & 3 Stations in the Seashore. The results indicate no adverse
 effect on the marine environment.
 
 - The Company is meeting the stipulations of KSPCB with regard to the
 quality of treated effluent, which is well below the standards in every
 aspect, on a continuous basis.
 
 - Ten Nos. of Ground Water monitoring stations in and around the
 Refinery have been set up and regular monitoring of ground water
 quality is being carried out along with Karnataka State Pollution
 Control Board (KSPCB).
 
 - Low sulphur Fuel oil was being used in all the Refinery furnaces
 and boilers, simultaneously maximizing the usage of ultra low Sulphur
 fuel gas generated in the refinery process units.
 
 - Sulphur Recovery Units (SRUs) are operated at efficiency greater
 than 99%.
 
 - Annual Submarine pipeline inspection carried out by National
 Institute of Oceanography (NIO).
 
 4.0 PROJECTS
 
 4.1 Phase - III Refinery Upgradation and Expansion Project:
 
 The commissioning of all the Secondary Process Units of Phase -III
 Refinery Upgradation and Expansion project were completed in September
 2014, these units will increase the distillate yield and produce high
 value products viz Propylene, Gasoline from low value black oils. Crude
 Distillation Unit (CDU), Hydrogen Generation Unit (HGU) and Diesel
 Hydrotreater Unit (DHDT) were commissioned in the previous financial
 years. The delay in commissioning of the process units was mainly on
 account of non-availability of reliable steam and Power from CPP.  The
 total expenditure incurred by your Company on Phase -III Refinery
 Upgradation and Expansion project is around Rs 12,485 Crores as on
 31/03/2015.
 
 Your refinery is now capable of processing most difficult crudes from
 18 API (blended) to 46 API gravity and light to heavy / sour to sweet
 crudes and also capable to handle High TAN Crudes also.
 
 4.2 Single Point Mooring (SPM):
 
 Your Company has setup SPM along with coastal booster pumping station
 within the port limits at a location of 16 Km from the shore having the
 draft availability of 32 M for handling Very Large Crude Carrier
 (VLCC), at a cost of Rs 1,044 Crores (Actual cost as on 31/03/2015 is
 Rs 807 Crores).  The SPM is constantly unloading Suez Max (about
 135,000 of cargo) ships since commissioning in August, 2013. As on 
 31/03/2015, 108 ships has been unloaded at SPM, handling total crude 
 cargo of approximately 14.5 Million Tonnes.  This facility has also 
 decongested existing berth at New Mangalore Port, during non-monsoon 
 periods.
 
 4.3 Polypropylene Unit:
 
 The Polypropylene (PP) unit has been set up with the licensor M/s
 Novolen Technology, Germany in integration with the Phase - III Project
 at an estimated Capex of Rs 1,804 Crores. The total expenditure
 incurred on this project is Rs 1,227 Crores as on 31/03/2015. The
 feed-in has been achieved during March, 2015. The unit was inaugurated
 on 05/04/2015 by the Hon''ble Minister of Petroleum and Natural Gas
 (Independent Charge) and commercial production has been started since
 18/06/2015.
 
 5.0 AWARDS AND RECOGNITION:
 
 - Won the Export Excellence Award, 2014 in Best Exporter Award
 (Medium/large category) from the Federation of Karnataka Chamber of
 Commerce and Industry (FKCCI) for FY 2013-14 in recognition of its Rs
 35,392 Crores worth of export.
 
 - Won the Silver at Niryat Shree Award -2014 in the residual sector
 of the MSME at FIEO (Federation of Indian Export Organisation).
 
 - MRPL has conferred the prestigious Skoch Foundation Order
 -of-Merit Award for the best project in the country.
 
 - Shri Vishnu Agrawal, Director Finance of MRPL was adjudged winner
 of the ''BT-STAR Excellence Award in the category PSU- small,-
 DIRECTOR-FINANCE OF THE YEAR'' post a rigorous evaluation process by the
 Jury of the BT- Star Excellence Awards, 2015.
 
 - MRPL won the first prize for outstanding performance in the area of
 Hindi Implementation for the year 2014-15 for fourth consecutive year
 by TOLIC, Mangalore.
 
 6.0 PERFORMANCE OF SUBSIDIARY/ JOINT VENTURES:
 
 Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule
 (5) of the Companies (Accounts) Rules, 2014, the salient features of
 Financial statement of Subsidiary and Joint Ventures in Form AOC-1 is
 attached as Annexure ''A'' which forms part of this report.
 
 6.1 SUBSIDIARY COMPANY:
 
 Your Company has adopted a Policy on determining Material Subsidiary,
 which is available at www.mrpl.co.in.
 
 6.1.1 ONGC Mangalore Petrochemicals Limited (OMPL)
 
 ONGC Mangalore Petrochemicals Limited (OMPL) is the only subsidiary
 company. Your company holds 51% of equity shares in OMPL since
 28/02/2015 and the balance 49% held by parent company ONGC. OMPL has
 set up an Aromatic Complex with an annual capacity 914 KTPA of
 Para-xylene and 283 KPTA of Benzene in Mangalore Special Economic Zone
 as value chain integration project of ONGC & MRPL. The total project 
 cost is about Rs 6,875 Crore and it has commenced commercial operation 
 from 1st October, 2014. 0.26 MMT of Para-xylene and 0.06MMT of Benzene, 
 have since been exported in the financial year, as the production is 
 being ramped up.
 
 The revenue for FY 2014-15 is Rs 1,728.25 Crores (Previous Year Rs
 0.026 Crores) with Pre-tax loss of Rs 914.30 Crores (Previous Year loss
 of Rs 1.18 Crores) and post-tax loss of Rs 914.30 Crores (Previous Year
 loss of Rs 0.47 Crores).
 
 6.2 JOINT VENTURE(S)
 
 6.2.1 Shell MRPL Aviation Fuel Services Limited (SMAFSL)
 
 MRPL Joint Venture (JV) with Shell B.V. Netherland known as Shell MRPL
 Aviation Fuel Services Limited (SMAFSL) supplies Aviation Turbine Fuel
 (ATF) to both domestic and international airlines at several Indian
 airports. The revenue for FY 2014-15 is Rs 636 Crores (Previous Year Rs
 662 Crores) with Pre-tax profit of Rs 10.69 Crores (Previous Year Rs
 18.40 Crores) and post-tax profit of Rs 7.74 Crores (Previous Year Rs
 12.30 Crores).
 
 6.2.2 Mangalam Retail Services Limited (MRSL)
 
 Mangalam Retail Services Limited (MRSL) the Joint Venture (JV) Company
 with Ashok Leyland Project Services Limited (ALPSL) was incorporated on
 03/05/2006 to set up commercial complexes for promoting retail plan of
 MRPL. In absence of any viable business plan, the continuance of the JV
 is being examined. The JV has not commenced any business activities.
 Hence there is no business transaction during the FY 2014-15. The
 Account of the JV was audited for the purpose of consolidation.
 
 7.0 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS & OUTGO :
 
 Information required to be disclosed pursuant to Section 134(3)(m) of
 The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts)
 Rules, 2014 with respect to conservation of energy, technology
 absorption and foreign exchange earnings & outgo are furnished in
 Annexure ''B'' which forms part of this Report.
 
 8.0 EXTRACT OF ANNUAL RETURN :
 
 Information required to be disclosed pursuant to Section 134(3)(a) of
 The Companies Act, 2013 with respect to the details forming part of the
 extract of the Annual Return in form MGT-9 are furnished in Annexure
 ''C'' which forms part of this Report.
 
 9.0 MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
 
 Your Company being a Govt. company is exempted to furnish information
 under Section 197 of the Companies Act, 2013 vide Ministry of Corporate
 Affairs (MCA) Notification dated 05/06/2015.
 
 10.0 CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY DEVELOPMENT :
 
 10.1 Corporate Social Responsibility (CSR):
 
 Your Company''s social welfare and community development initiatives
 focus on the key areas of education, health care and overall
 development of basic infrastructure in and around its operational
 areas. These projects are largely in accordance with Schedule VII of
 the Companies Act, 2013.
 
 The CSR objective of your Company in line with DPE guidelines is
 promoted under the name of SAMRAKSHAN. This captures the spirit and
 commitment to protect, preserve and promote the social, cultural and
 environmental heritage and wealth in and around the area of our
 business and to usher in sustainable development.  Facilitating Midday
 Meal to support continuing Education, setting up of computer room,
 Anganwadi building, skill development training for youths,
 infrastructural development etc. is a part of the Samrakshan
 activities.  In addition, your Company is committed to mission of
 Swachh Vidhyalaya Abhiyan and has undertaken construction of 50
 toilets in Govt. schools.
 
 Your Company has taken up the construction of One wing of Government
 Lady Goschen Hospital, Mangalore under its CSR - SAMRAKSHAN
 Programme, at a cost of Rs 21.70 Crores.
 
 Lady Goschen Hospital is a 162 year old hospital for Women, established
 in the year 1849 and is located at the heart of Mangalore City. It has
 260 beds, mainly catering to the health care needs of patients from
 poorer section of society. About 75% of the patients who come for
 treatment to this hospital belong to Below Poverty Line (BPL) category.
 
 Your company has spent Rs 4.81 Crores (Previous Year Rs 3.47 Crores)
 for various CSR activities during the year 2014-15. Pursuant to Rule 9
 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the
 Annual Report on CSR activities is annexed herewith as Annexure ''D''.
 
 10.2 Sustainability Development Performance:
 
 - Sustainability efforts of your Company is centering on drawing
 action plans towards minimizing our carbon footprint through managing
 complex projects and operations, addressing risk and opportunity, and
 engaging externally. We also continue our focus on defining supplier
 expectations for business conduct, and on addressing related risks in
 our supply chain.
 
 - We continue to work to reduce greenhouse gas emissions in our
 operations and to integrate climate change-related activities and goals
 into our business planning.
 
 - The Plan further provides guidance regarding integrating
 sustainable development with our business operations.  Your Company has
 laid down priority areas as well as short and long term actions to be
 undertaken for meeting the objectives of the plan. Key identified areas
 include:
 
 - Hydrocarbon value chain optimization
 
 - Energy consumption optimization
 
 - Water and Waste Management
 
 - Customer development and growth partnership
 
 Specific enablers have also been identified to facilitate the
 
 implementation of action plans developed for above four
 
 areas.
 
 Your Company is consolidating its position in potential hydrocarbon
 value chain optimization avenues for sustainable development. The
 pivotal emphasis is on recovering value from low value hydrocarbons
 such as petcoke, refinery offgas and internal fuel oil.
 
 After successful commissioning of the Phase-III major units such as
 Delayed Coker Unit, Petrochemical grade Fluidised Catalytic Cracking
 Unit (PFCCU), Diesel Hydrotreating Unit and the latest Polypropylene
 Unit, MRPL''s product base has expanded to include Pet coke, Ultra Low
 sulfur Diesel and Polypropylene.  Your Company is establishing value
 partners to expand market base and partner sustainable growth.
 
 Your Company is also considering other sustainable options to utilize
 the pet coke for firing in utility boilers to produce steam for power
 generation along with capture of the associated pollutant - sulfur
 molecule. This is expected to not only help in production of cheaper
 power, but also ensure timely evacuation of this product from the
 refinery complex. Another advantage envisaged is the reduction in
 internal fuel oil consumption which is currently being fired in the
 boilers, for upgradation into various lighter molecules like
 Polypropylene, diesel etc. via the delayed coking route. In-house
 feasibility study of the project with support from potential technology
 suppliers is being taken-up.
 
 Water and waste management is given top priority by Your Company to
 reduce refinery''s impact on the environment. The refinery recycles more
 than 70% of its treated effluents and has also been maximizing intake
 of treated municipal sewage to reduce fresh water intake. The refinery
 has also commissioned its sludge processing facility to effectively
 address disposal concerns.
 
 Your Company is also looking into the option of recovering valuable
 ethylene from low value PFCC off gas and supplying into downstream
 petrochemical complexes. Also, the recovered ethylene can be used as a
 co-monomer along with propylene to produce hetero-polymers of
 polypropylene for enhancing market value. The in-house viability study
 along with the potential increase in profitability estimations are
 being carried out with inputs from downstream petrochemical complexes
 and ethylene recovery technology suppliers.
 
 The Phase-III Refinery Complex Captive power plant facilities and some
 of the process heaters are designed to burn Natural Gas as fuel. The
 Phase-III Hydrogen generation unit is also designed to consume Natural
 Gas as an alternate feedstock.  The infrastructure to bring natural gas
 to Mangalore is being assessed by various gas suppliers. Subject to 
 economics, utilization of natural gas will not only reduce SO emissions 
 but also open up the avenue of converting the low value internal fuel 
 oil into high value hydrocarbons.
 
 11.0 RELATED PARTY TRANSACTIONS :
 
 All transactions entered with Related Parties for the year were on
 arm''s length basis and in ordinary course of business. Further, there
 are no material related party transactions during the year with the
 Promoters, Directors or Key Managerial Personnel. The Company has
 adopted a Related Party policy and procedure, which is available at
 www.mrpl.co.in.
 
 All Related Party Transactions are placed before the Audit Committee as
 also to the Board for approval.  Omnibus approval was obtained on a
 quarterly basis for transactions which are of repetitive nature.
 
 11.1 Particulars of contracts or arrangements with related parties:
 
 The particulars of every contract or arrangements entered into by the
 Company with Related Parties referred in Section 188(1) of the
 Companies Act, 2013 disclosed in Form No. AOC - 2 attached as Annexure
 ''E''. MCA vide Notification dated 05/06/2015, has exempted the
 applicability of Section 188 (1) of the Companies Act, 2013 for a
 transaction entered into between two Government Companies.. In view of
 the same shareholders approval has not been solicited for the
 transactions with Govt.  Companies.
 
 12.0 HUMAN RESOURCES:
 
 - Your Company continued to enjoy cordial and harmonious relations
 with the collectives and as evidence to the same not a single man-hour
 was lost on account of any industrial disturbance during the year
 2014-15.
 
 - During the year, your Company has recruited 33 employees comprising
 of 2 women employees and 15 Scheduled Caste (SC) / Scheduled Tribe (ST)
 employees
 
 - Total employee strength as on 31/03/2015 was 1720 including 125
 women employees, 202 SC/ST employees and 7 Physically Challenged
 employees. 742 employees belong to Management cadre whereas, 978
 employees belong to Non-Management cadre.
 
 - During the year 2014-15, Your Company devoted 4078 Mandays for
 Training, Development and Learning which amounted to an average of 2.39
 Mandays per employee.  This includes functional, developmental and
 special training programs covering the entire spectrum of employees.
 
 13.0 OFFICIAL LANGUAGE:
 
 Your Company is implementing Official Language Policy in
 
 letter and spirit as per the Annual Programme prescribed by the
 Department of Official Language, Ministry of Home Affairs, Government
 of India. In order to propagate Hindi among the employees, Hindi
 Workshops are organised on a regular basis at Mangalore, Mumbai, Delhi
 & Bangalore Offices. Regular Hindi classes such as Prabodh, Praveen &
 Pragya in addition to Hindi Stenography are being conducted for
 employees. In order to increase the correspondence in Hindi, by the
 employees, special efforts are made to activate Unicode facilities on
 all the computers used in your Company. To motivate employees for Hindi
 usage, various incentive schemes are introduced such as Cash award &
 Personal Pay.
 
 14.0 RIGHT TO INFORMATION ACT, 2005:
 
 Your Company''s RTI manual is available on its website www.mrpl.co.in
 which discloses all required information.  During the year, 112
 applications were received, out of which 96 were disposed off before
 31/03/2015 and balance 16 applications were disposed off after
 01/04/2015.
 
 15.0 SECURITY MEASURES:
 
 The Refinery security is designed and operated in compliance with
 guidelines given by Oil Sector Infrastructure Protection Plan (OSIPP)
 and the Security Audit recommendations given by the IB (MHA) from time
 to time.
 
 The Refinery is completely secured and protected inside including newly
 expanded refinery operations area under Phase-III and the Refinery
 surrounding premises all the times through deployment of Central
 Industrial Security Force (CISF) personnel.
 
 Refinery Security is on priority due to increased threats and it is
 ensured through emergency preparedness, conducting periodic mock drills
 by security personnel.  In order to promote awareness on security
 issues among all stake holders, Security Awareness programmes along
 with government authorities are organized periodically.
 
 16.0 VIGILANCE FUNCTION :
 
 Your Company has developed a structured mechanism of vigilance
 functions and its practices are focused towards creation of value for
 all the stakeholders. The practices involve multi-layer checks and
 balances to improve transparency. Vigilance Awareness and Preventive
 vigilance activities were continuously carried out during the year.
 Guidelines of Central Vigilance Commission (CVC) are being followed.
 Officers in sensitive posts are rotated regularly.
 
 Whistle Blower Policy for employees is in place which ensures that a
 genuine whistle blower is granted due protection from any
 victimization. In compliance with CVC instruction, your Company has
 implemented a complaint handling policy in which all complaints
 received from various sources can get recorded and can be examined by
 Vigilance. Further, in line with CVC instructions, your
 
 Company has achieved high compliance level with regard to e-payment and
 e-tender.
 
 Leveraging of technology to enhance transparency has been a thrust area
 of action in which vigilance has played a catalytic role. The website
 of the Company displays downloadable tender document, publication of
 information of works awarded on nomination basis, publication of post
 award information of contracts.
 
 Full time Chief Vigilance Officer (CVO) is posted and he can be
 contacted at cvo@mrpl.co.in for any complaint having vigilance angle.
 
 16.1 Whistle Blower Policy for Directors & Employees:
 
 The Whistle Blower Policy is formulated to provide a vigil mechanism
 for Directors and Employees to raise genuine concerns about unethical
 behaviour, actual or suspected fraud or violation of the Company''s code
 of conduct or ethics policy. It also provides for adequate safeguard
 against victimisation of persons who use such mechanism.
 
 The Policy provides necessary safeguards for protection of Directors
 and Employees who avail the vigil mechanism from reprisals or
 victimization, for whistle blowing in good faith and to provide
 opportunity to Directors and Employees for direct access to the
 Chairperson of the Audit Committee in exceptional cases. The policy is
 available on the Company''s website www.mrpl.co.in.
 
 17.0 DIRECTORS & DIRECTORS'' RESPONSIBILITY STATEMENT
 
 17.1 Following changes took place in Board of Directors and Key
 Managerial Personnel of your Company.
 
 - Shri H. Kumar assumed the office of Managing Director w.e.f
 14/08/2014 and elected as a Director in the 26th Annual General Meeting
 held on 13/09/2014.
 
 - Shri M. Venkatesh has assumed the office of Director (Refinery)
 with effect from 1st April, 2015. He was appointed as Additional
 Director who vacates his office as Additional Director and being
 eligible offers himself for appointment as Director (Refinery) in the
 27th Annual General Meeting.
 
 - Shri Nalin Kumar Srivastava, Deputy Secretary, MoP&NG was appointed
 as Additional Director with effect from 5th March, 2015, who vacates
 his office as Additional Director and being eligible offers himself for
 appointment as Director in the 27th Annual General Meeting.
 
 - Smt. Perin Devi, Director of MoP&NG was appointed as Additional
 Director with effect from 14th May, 2015, who vacates her office as
 Additional Director and being eligible offers herself for appointment
 as Director in the 27th Annual General Meeting..
 
 - Shri Vishnu Agrawal who retires by rotation and being eligible
 offers himself for re-appointment as a Director.
 
 - Shri V G Joshi, ceased to be a Director consequent upon his
 superannuation from the services of MRPL on 31st March, 2015.
 
 - Shri P. Kalyanasundaram, ceased to be a Director w.e.f 4th March,
 2015 consequent upon his superannuation from the services of Government
 of India.
 
 - Shri C. L. Shah, Smt. Neela Gangadharan, Prof. Jayant M.  Modak,
 Prof. Usha Kiran Rai and Capt. John Prasad Menezes ceased to be
 Additional Director w.e.f. 14/09/2014.
 
 The Board places on record appreciation for the valuable contributions
 made by them during their tenure as Directors of the Company.
 
 17.2 Directors'' Responsibility Statement:
 
 To the best of knowledge and belief and according to the information
 and explanations received, Directors make the following statement in
 terms of Section 134(3)(c) of the Companies Act, 2013.
 
 The Board of Directors confirm as under for the Financial Year 2014-15:
 
 a) In the preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed along with proper explanation relating to
 material departures;
 
 b) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit and
 loss of the company for that period;
 
 c) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 and 2013 for safeguarding the
 assets of the company and for preventing and detecting fraud and other
 irregularities;
 
 d) The Directors have prepared the Annual Accounts on a going concern
 basis;
 
 e) The Directors have laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively; and
 
 f) The Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 17.3 Formal Annual Evaluation & Board Diversity:
 
 Your company is Schedule A category -1 Miniratna Central Public
 Sector Enterprise (CPSE) governed by Department of Public Enterprise
 (DPE), Government of India and its Administrative Ministry i.e.
 Ministry of Petroleum & Natural
 
 Gas (MoP&NG) Government of India. The Board Diversity is maintained as
 the Administrative Ministry i.e., MoP&NG appoints various categories of
 Directors on the Board. The evaluation of the Company is made by MoU
 signed with ONGC, the holding Company pursuant to DPE guidelines.  The
 formal evaluation process is based on evaluation of MoU parameters for
 various operational and physical Parameters. MCA vide notification
 dated 05/06/2015, has exempted the Govt. Company from the formal annual
 evaluation by the Board on its own performance pursuant to Section
 134(3) (p) of the Companies Act, 2013, as the Directors are evaluated
 by the Administrative Ministry i.e., MoP&NG, Govt. of India.
 
 The Directors are appointed by the Govt. of India and terms and
 conditions of their service is also determined by Govt. of India. The
 detailed terms and conditions are furnished in the Corporate Governance
 Report.
 
 18.0 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
 
 The Board of Directors of your Company had Nine (9) Meetings during the
 FY 2014-15. Details of the Board Meetings held for the year 2014-15
 have been furnished in the Corporate Governance Report and forms part
 of this Report.
 
 19.0 AUDIT COMMITTEE:
 
 The Audit Committee was constituted on the terms of reference as
 prescribed under Section 177 of the Companies Act, 2013 read with Rule
 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014,
 Clause 49 of the Listing Agreement with the Stock Exchanges and
 Guidelines on Corporate Governance for Central Public Sector Enterprise
 issued by Department of Public Enterprise, Government of India. The
 detail of Audit Committee is disclosed in the Corporate Governance
 Report which forms part of this Report.
 
 20.0 NOMINATION AND REMUNERATION POLICY:
 
 MRPL is a ''Schedule A'' category-1 Miniratna Central Public Sector
 Enterprise (CPSE). The appointment, terms, conditions and remuneration
 of Managing Director and Functional Directors (Whole-time Directors)
 are fixed by the Department of Public Enterprises (DPE), Govt. of
 India.
 
 Pursuant to Clause 49 of the Listing Agreement and DPE guidelines on
 Corporate Governance for CPSE, your Company has constituted a
 Nomination and Remuneration Committee. The details on the Nomination
 and Remuneration committee is disclosed in Corporate Governance Report
 which forms part of this report.
 
 21.0 RISK MANAGEMENT POLICY:
 
 Your Company has a well-defined policy framework for Enterprise Risk
 Management formulated by M/s. Deloitte, Risk Managers are continuously
 monitoring the Risks pertaining to their area. Risk Management
 Committee was reconstituted consisting of majority of Directors 
 pursuant to Clause 49 (VI) of Listing Agreement which monitors and 
 evaluates the risk overview document once in quarter and recommends the 
 same to the Audit Committee for evaluation. The Risk Management 
 Committee''s overview document is duly reviewed by the Audit Committee 
 and placed before the Board on quarterly basis.
 
 22.0 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
 COURTS:
 
 There are no significant and material orders passed by the
 Regulators/Courts that would impact the going concern status of the
 Company and its future operations.
 
 23.0 CORPORATE GOVERNANCE:
 
 - Your company has complied with all the mandatory provisions of
 Clause 49 of the Listing Agreement relating to the Corporate Governance
 requirements and mandatory guidelines on Corporate Governance for CPSEs
 issued by DPE, Government of India, except the Composition of Board of
 Directors, in relation to requisite number of Independent Directors.
 
 - The Annual Report contains a separate section on Corporate
 Governance, which forms part of this Report.
 
 - Pursuant to Clause 55 of Listing Agreement, Annual Business
 Responsibility Report (ABRR) has been prepared for the financial year
 and the same has been uploaded on the website of the company
 www.mrpl.co.in
 
 - Pursuant to Clause 49 of the Listing Agreement with Stock
 Exchanges, your Company has obtained the Certificate from the Joint
 Statutory Auditors of the Company, towards Compliance of Corporate
 Governance which forms part of this report.
 
 24.0 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 In terms of Clause 49 (VIII) (D) of the Listing Agreement with the
 Stock Exchanges, the Management Discussion and Analysis Report for the
 FY 2014-15 duly reviewed by Audit Committee and approved by Board and
 forms part of this Report.
 
 25.0 INTERNAL FINANCIAL CONTROL:
 
 Your Company has a well established Internal Control system to ensure
 an effective internal control environment that provides assurance on
 the efficiency of conducting business, including adherence to the
 Company''s policies, the safeguarding of its assets, the prevention and
 detection of frauds and errors, the accuracy and completeness of the
 accounting records, and the timely preparation of reliable financial
 disclosures. The Internal Auditor certifies on the assurance of
 adequacy of Internal Control System on quarterly basis which are
 regularly reviewed by the Audit Committee. Details on the Internal 
 Control System is disclosed in the MDA which forms part of this report.
 
 26.0 AUDITORS:
 
 26.1 Joint Statutory Auditors:
 
 M/s Gopalaiyer and Subramanian, Coimbatore and M/s A Raghavendra Rao
 and Associates, Mangalore have been appointed as Joint Statutory
 Auditors of the Company for the FY 2014-15 by Comptroller & Auditor
 General of India (C&AG). They have audited the Financial Statements and
 along with Balance Sheet for the Financial Year ended 31/03/2015 and
 submitted their report which forms part of this report.
 
 26.2 Comptroller and Auditor General (C&AG) Report:
 
 The Comptroller and Auditor General (C&AG) have submitted their report
 which forms part of this report.
 
 26.3 Secretarial Auditors:
 
 Your Company has engaged M/s Ullas Kumar Melinamogaru & Associates,
 Practicing Company Secretaries, Mangalore for conducting Annual
 Secretarial Audit for the year 2014-15 pursuant to Section 204 of the
 Companies Act, 2013. M/s Ullas Kumar Melinamogaru & Associates,
 Practicing Company Secretaries, Mangalore have issued Annual
 Secretarial Audit Report (Form MR-3) for the year 2014-15 which forms
 part of this report and is furnished as Annexure ''F''.
 
 26.4 Cost Auditors:
 
 Pursuant to Section 148 of the Companies Act, 2013 read with the
 Companies (Cost Records and Audit) Amendment Rules, 2014, the cost
 accounts maintained by the company for the FY 2014 -15 are being
 audited by Cost Auditors M/s. Bandyopadhyaya Bhaumik & Co., Kolkata
 with approval of Ministry of Corporate Affairs, Government of India.
 
 27.0 ACKNOWLEDGEMENT:
 
 27.1 Your Directors sincerely thank the Government of India (GoI),
 Ministry of Petroleum and Natural Gas (MoP&NG), Ministry of Finance
 (MoF), Ministry of Corporate Affairs (MCA), Department of Public
 Enterprise (DPE), Ministry of Environment and Forest (MoEF), Ministry
 of External Affairs (MEA), Ministry of Shipping (MoS), Ministry of Home
 Affairs (MHA), other Ministries and Departments of the Central
 Government and the Government of Karnataka, for their valuable support,
 guidance and continued co- operation.
 
 27.2 Your Directors gratefully acknowledge support and direction
 provided by the parent company, Oil and Natural Gas Corporation 
 Limited (ONGC) and the support of Hindustan Petroleum Corporation 
 Limited (HPCL), the Promoters of the company.
 
 27.3 Your Directors wish to thank the shareholders for the continued
 confidence reposed on their Company.
 
 27.4 Your Directors acknowledge the continuing co-operation and support
 received from New Mangalore Port Trust, Financial Institutions, Banks
 and all other stakeholder such as suppliers of crude oil, vendors,
 contractors, transporters.
 
 27.5 Your Directors recognize the patronage extended by the valued
 customers for the products of the Company and promise to provide them
 the best satisfaction.
 
 27.6 Your Directors wish to place on record their sincere appreciation
 of the sustained and dedicated efforts put in by all the employees
 collectively and concertedly as a Team known as Team MRPL.
 
                                          For and on behalf of the Board
 
                                                (Dinesh Kumar Sarraf)
                                                       Chairman
 
 Place: New Delhi 
 Date: 09/07/2015
 
Source : Dion Global Solutions Limited
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