Mangalore Refinery and Petrochemicals Limited

Meeting Details

The 38th Annual General Meeting of Mangalore Refinery and Petrochemicals Limited was held on Monday, August 24, 2026, through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The meeting transacted all businesses as set out in the Notice of AGM dated July 15, 2026.

Remote E-Voting Period

The remote e-voting period commenced on Friday, August 21, 2026, at 09:00 A.M. and ended on Sunday, August 23, 2026, at 05:00 P.M. The NSDL e-voting platform was blocked fifteen minutes after the conclusion of the AGM.

Scrutinizer Appointment

Naresh Kumar Sinha, Practicing Company Secretary and proprietor of Kumar Naresh Sinha & Associates, was appointed as Scrutinizer to scrutinize the process of remote electronic voting and e-voting during the AGM.

Detailed Voting Results by Resolution

Resolution 1: Adoption of Financial Statements
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,300,9520
  • Votes in Favor: 158,487,2874 (99.4892%)
  • Votes Against: 8,136,646 (0.5108%)
  • Number of Voters: 731 (675 assent, 56 dissent)
Resolution 2: Re-appointment of Shri Arun Kumar Singh (DIN: 06646894)
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,300,8520
  • Votes in Favor: 156,929,6903 (98.5115%)
  • Votes Against: 23,711,617 (1.4885%)
  • Number of Voters: 727 (612 assent, 115 dissent)
  • Notable: Public Institutions voted 58.8553% against this resolution
Resolution 3: Declaration of Dividend for FY2026
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,301,0719
  • Votes in Favor: 159,300,8612 (99.9999%)
  • Votes Against: 2,107 (0.0001%)
  • Number of Voters: 728 (712 assent, 16 dissent)
  • Dividend Details: Final dividend of ₹4/- per equity share of face value ₹10/- each, confirming the interim dividend declared by the Board on March 3, 2026, and paid to shareholders on the register as of March 11, 2026 (Record Date)
Resolution 4: Authorization to Fix Statutory Auditors' Remuneration
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,300,8520
  • Votes in Favor: 159,300,4670 (100.0000%)
  • Votes Against: 3,850 (0.0000%)
  • Number of Voters: 727 (704 assent, 23 dissent)
Resolution 5: Appointment of Dr. Seema (DIN: 11780592) as Director
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,301,0120
  • Votes in Favor: 157,048,4023 (98.59%)
  • Votes Against: 22,526,097 (1.41%)
  • Number of Voters: 727 (618 assent, 109 dissent)
  • Background: Nominated by Ministry of Petroleum and Natural Gas, Government of India; appointed as Additional Director effective June 4, 2026
  • Notable: Public Institutions voted 55.9114% against this resolution
Resolution 6: Appointment of Satyan Kumar (DIN: 10181958) as Director
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,301,0320
  • Votes in Favor: 157,109,8288 (98.62%)
  • Votes Against: 21,912,032 (1.38%)
  • Number of Voters: 728 (629 assent, 99 dissent)
  • Background: Nominated by Oil and Natural Gas Corporation Limited; appointed as Additional Director effective July 2, 2026
  • Notable: Public Institutions voted 54.3991% against this resolution
Resolution 7: Ratification of Cost Auditors' Remuneration for FY2026-27
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,300,8520
  • Votes in Favor: 158,543,6709 (99.52%)
  • Votes Against: 7,571,811 (0.48%)
  • Number of Voters: 727 (675 assent, 52 dissent)
  • Remuneration Details: ₹2,50,000 (Rupees Two Lakh Fifty Thousand Only) plus applicable GST and ₹25,000/- (Rupees Twenty Five Thousand Only) towards e-filing of cost audit report and reimbursement of out-of-pocket expenses
Resolution 8: Appointment of Secretarial Auditor
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 159,300,8065
  • Votes in Favor: 159,242,6844 (99.96%)
  • Votes Against: 581,221 (0.04%)
  • Number of Voters: 724 (679 assent, 45 dissent)
  • Appointment Details: M/S Kumar Naresh Sinha & Associates appointed for 5 years (FY2026-27 to 2030-31) at remuneration of ₹40,000 per year (inclusive of travel and out of pocket expenses) plus applicable GST
Resolution 9: Approval of Material Related Party Transactions with Shell MRPL Aviation
  • Type: Ordinary Resolution
  • Result: Passed with requisite majority
  • Total Votes Polled: 40,494,931
  • Votes in Favor: 32,922,551 (81.30%)
  • Votes Against: 7,572,380 (18.70%)
  • Number of Voters: 724 (675 assent, 49 dissent)
  • Transaction Details: Material Related Party Transactions for Aviation Turbine Fuel etc., with Shell MRPL Aviation Fuels and Services Limited for an amount up to ₹5,500 Crore for Financial Year 2027-28
  • Material Threshold: Transactions exceed the material threshold of ₹4,627.88 crore calculated under SEBI's scale-based framework
Resolution 10: Amendment in Object Clause and Adoption of Memorandum & Articles of Association
  • Type: Special Resolution
  • Result: Passed with requisite majority
  • Voting Details: Specific vote counts not provided in scrutinizer's report, but resolution was passed
  • Amendments Include:
  • Expansion of main objects to include manufacturing of Active Pharma Intermediates (API's), Biofuels, Renewable, Green Energy and other sustainable technologies
  • Reorganization of Object Clause to align with Companies Act, 2013 structure
  • Updating Articles of Association to conform with Companies Act, 2013 provisions
  • Automatic substitution of references to 'Companies Act, 1956' with corresponding provisions of 'Companies Act, 2013'

Shareholder Category Breakdown

The voting results include detailed breakdown by shareholder categories:

  • Promoter and Promoter Group: 1,552,507,615 shares (100% participation through e-voting)
  • Public Institutions: 57,380,346 shares (70.1776% participation)
  • Public Non-Institutions: 142,710,816 shares (0.1638%-0.1646% participation)

Scrutinizer's Certification

The Scrutinizer certified that all resolutions were passed with requisite majority and the voting process was conducted in accordance with regulatory requirements.