Mangalore Refinery and Petrochemicals : Agreements/Contracts/Arrangements/ MOU's PARA A

onac

QP

1tJ1~( Rtfi1~.=tfl 1:?Us q~4iilleti~ ~ltf'e.s

MANGALORE REFINERY AND PETROCHEMICALS LIMITED ~ '-3( ~~ ~ ~ q;r imll', SCHEDULE 'A' GOVT. OF INDIA ENTERPRISE.

ffiff 31Mtfft?cJ

(fi 1:(Us. fro c/ll(lfR~H ~if~ ffl,A SUBSIDIARY OF OIL AND NATURAL GAS CORPORATION LIMITED)

mRPL

~ -~-'3TI 9001, 14001 ~ 50001 ~ ffl, AN ISO 9001, 14001 AND 50001 CERTIFIED COMPANY.

~· /CIN : L23209KA1988GOI008959 / Website :www.mrpl.co.in

20/04/2022

The Assistant General Manager, Listing Compliance

BSE Limited

Scrip Code: 500109

Scrip Code (Debenture): 959161 , 959162, 959250, 960362, 973692

The Compliance & Listing Department

National Stock Exchange of India Limited Symbol: MRPL, Series: EQ

Debt Security Code: INE103A08027, INE103A08019, INE103A08035, INE103A08043,

INE103A08050

Dear Sir / Madam,

Sub: Receipt of order passed bv the Ministn • of Corporate Affairs in the ioint com pany petition dated 1 December 2021 filed by Man galore Refinerv and Petrochemicals Limited and ONGC Mangalore Petrochemicals Limited with the Ministn , of Corporate Affairs on 3 December 2021.

Ref: Disclosure under Regulation 30 of the Securities and Exchan ge Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with the Securities and Exchange Board of India ("SEBI") circular dated 9 September 2015 bearing reference no. CIR/CFD/CMD/4/2015 ("Disclosure Circular").

This bears reference to our earlier disclosures dated 19 October 2020, 20 May 2021 and 10 June 2021, ("Earlier Disclosures") under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"). Copies of earlier Disclosures are enclosed at "Annexure-2".

In terms of Regulation 30 of the LODR, this is to inform you that pursuant to the joint company petition dated 1 December 2021 filed by MRPL and OMPL with the MCA on 3 December 2021, Ministry of Corporate Affairs ("MCA") has passed an order dated 14 April 2022, with a covering letter dated 18 April 2022 (received on 19 April 2022) sanctioning the scheme of amalgamation between MRPL and OMPL and their respective shareholders and creditors.

~ E.filllfotll : ~~ . cfn:rr i:hlf?.4~1 , li71¥-575030. ('l:llm)

Regd. Office: Kuthethoor P.O . Via Katipalla, MANGALURU-575 030 (India).

In terms of Regulation 30 of the LODR read with Clause A (1.2) of Annexure I of the Disclosure Circular, the details are enclosed herewith as "Annexure-1".

We request you to kindly take the same on record. Thanking you,

Yours faithfully,

For Mangalore Refinery and Petrochemicals Limited

&rst--~

KB Shyam Kumar Company Secretary Encl: A/a

Annexure I

Disclosures pursuant to the approval of the scheme of amalgamation between Mangalore Refine1y and Petrochemicals Limited, its wholly owned subsidia ry ONGC Mangalore Petrochemicals Limited and their respective shareholders and creditors

Details in accordance with Regulation 30 of the LODR read with the Disclosure Circular

In this annexure, the term: (i) "Scheme" shall refer to the scheme of amalgamation between ONGC Mangalore Petrochemicals Limited and the Mangalore Refinery and Petrochemicals Limited and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Act and the rules and regulations framed thereunder; (ii) "Transferee Company" shall refer to Mangalore Refinery and Petrochemicals Limited; and (iii) "Transferor Company" shall refer to ONGC Mangalore Petrochemicals Limited.

Name of the entity(ies) forming part of The Transferee Company is a Government the amalgamation/merger, details in brief such as, size, turnover etc.

Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"

Company (as defined under the Act) and a Miniratna category 1 public sector undertaking, and is classified as a Schedule 'A' central public sector enterprise by the Department of Public Enterprises. The turnover of the Transferor Company as on 31 March 2021 is Rs.51,137.65 Crore.

The Transferor Company is a wholly owned subsidiary ofthe Transferee Company and is a Government Company. The turnover of the Transferor Company as on 31 March 2021 is Rs.3,398.63 Crore.

A scheme of amalgamation does not fall within the purview of Section 188 of the Act. Consequently, the Scheme would not be a related party transaction under Section 188 of the Act.

Area of business of the entity(ies)Rationale for amalgamation/ merger

The Transferee Company is primarily engaged in operating an oil refinery located m Mangalore for processing of crudes.

The Transferor Company is primarily engaged in developing and operating a green field petrochemical project consisting of an aromatic complex situated in Mangalore Special Economic Zone for production of rimaril Para-x lene and Benzene.

The petrochemical project of the Transferor Company was conceptualised as a value addition project, utilising the naphtha and aromatic feed envisaged to be generated by the oil refinery ofthe Transferee Company, and in light of such strong existing interlink, the ro osed inte ation of the etrochemical

K~C mar

Company Secretary

AnneXu"Je- ~ 411~< f<> (t06" ··ct?t~ f?r6h H:t ·~f4zg

v.-

• • •

" •·

MANGALORE REFINERY AND PETROCHEMICALS LIMITED ~<8f *~ "ml ~ 1'iT i!IPf SC,HEDULE 'A' GOVT. OF INDIA ENTERPRISE.

(~ ~~iftt'~~..,.~ 1'f,r,fr ASUB81DIARV0F OIL AND NATURAL GAS CORPORATION LIMITED)

~~/CIN : Ll3209KA1988GOI00l959

~~ :~ff,lll'l'i'11il~~ .575 030 (lffffl) ~ 0124-2270400, ~: 0824•2271404, E-mall:mrplmlr@mrpl.co.ln

Rlfd. Office : Kuthethaor P.O. Via Katlpalla, Mang1h1ru • 5711030 (lndlal n1. : 0824-2270400 Fu : 012'4271404 Website : 1WWW.mrpl.co.ln

~-~;qt. 9001, 14001 ~ 50001 lPflftRf ~

.AN ISO 9001, 14001 AND 50001 CERTIFIED COMPANY

19/10/2020

-The Assistant General Manager, Listing Compliance

BSE Limited

Scrip Code No: 500109

The Compliance & Listing Department National Stock Exchange of India Limited Symbol: MRPL, Series: EQ

Dear Sir,

Subject: Intimation to Exch•n t! Jlnder_R-, tio O...of.SEB.l Ustin Obll ations and

Disclosure Requirements) Regulations, 2015 in relation to acquisition of 1,24,66,53,746 eyuih· shares of ONGC Man galore Petrochemicals Limited {OMPL). .

This is to infonn. that, pursuant to Regulation 30 read with Part 'A', Para 'A', of Schedule III of SEBI (LODR), Regulations, 2015 ("SEBI LODR"), MRPL Board has, in its 232nd meeting held on 19/10/2020, approved acquisition of 1,24,66,53,746 equity shares of Rs. 10 each of ONGC Mao.galore Petrochemicals Limited (OMPL), a subsidiary of Mangalore Refinery & Petrochemicals Limited (MRPL) from Oil and Natural Gas Corporation Limited (ONGC) (an existing shareholder of OMPL). Such acquisition is subject to customary consents and approvals.

MRPL was holding 51.0017% of the paid up equity of OMPL, which has been increased to 99.9998% pursuant to the acquisition of equity shares from ONGC.

The disclosure of events specified in Part •A•, Para 'A', of Schedule III of the SEBI LODR is attached as Annexure to this Letter.

This is for your information and record.

Thanking you,

YoW'S faithfully,

For Mangalore Refinery & Petrochemicals Ltd.

Dinesh Mishra . Company Secretary

~~ : -~1Tpt. A-1, _._, ;~.1(~U1rf.lfi.~. l4'11lff.Mi. ~ :fiR ~ - ~. ~$m~, ~if'R, ~ -560 010 Bengaluru Office: PlotA-1, Opp. KSSIOCA. O. Bulldlngtl:!ustrial Estate,·RaJaJlnagar, Bengaluru • 560 010. ,.

~:Tel:~-) (0) 080-22642200, Fax : 080 • 23505501

~~ : ~-8.~~. ~~.~ff;~~- 110003 ~: 011·24308400, ~: 011-24361744

Deihl Office : Cora-8,7"', Floor SCOPE Complex, l.odhl Road, New Delhi- 110003. Tel.: 011·24306400, Fax: 011-24361744

~~ : fflffl'{ 'f ~ 1~ ffi'J, ~ ~-~- 400 005. ~: 022-22173000, ~: 22173233

11.A~I Offlc.e : Maker Tower, 'E' Wing, 15th Floor, Cuffe raraae, Mumbal-400 005. Tel.: 022~22173000, Fax : 22173233

This is an excerpt of the original content. To continue reading it, access the original document here.