MRF Limited shareholders have approved remuneration revisions for five key directors through a postal ballot conducted on March 28, 2026. The tire manufacturing company announced the results on March 30, 2026, confirming that all proposed resolutions were passed with requisite majority through electronic voting.

Postal Ballot Overview

The postal ballot covered remuneration revisions for five directors across one special resolution and four ordinary resolutions. The voting process was conducted entirely through remote e-voting, with participation from 80.95% of the company's total shareholding.

Resolution Results

All five resolutions relating to director remuneration revisions were approved by shareholders. The special resolution for Chairman and Managing Director K M Mammen (DIN: 00020202) received 87.45% votes in favor, while the four ordinary resolutions for other directors achieved approval rates between 87.72% and 87.87%.

Resolution 1 - Special Resolution

The revision in remuneration terms for K M Mammen, Chairman and Managing Director, was approved with 3,002,250 votes in favor (87.45%) against 430,960 votes (12.55%). This resolution required a three-fourths majority and was successfully passed.

Ordinary Resolutions (2-5)

Four ordinary resolutions covering remuneration revisions for other directors were approved:

Voting Pattern Analysis

The voting results showed strong support from promoter and promoter group shareholders, who voted 100% in favor of all resolutions. Public non-institutional shareholders also demonstrated overwhelming support with approval rates exceeding 99% across all resolutions.

Process and Compliance

The postal ballot process was conducted in accordance with Section 108 and Section 110 of the Companies Act, 2013, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. N S Vivek, Partner at Jagannathan & Sarabeswaran, Chartered Accountants, served as the scrutinizer for the process.

The company utilized National Securities Depository Limited (NSDL) for facilitating electronic voting, with the remote e-voting facility remaining open from February 27, 2026 (9:00 AM) to March 28, 2026 (5:00 PM). No invalid votes were recorded across any of the five resolutions, indicating a smooth electronic voting process.

MRF Limited has received three penalty orders from the Deputy Commissioner of Income Tax totaling Rs 55.45 lakh, as disclosed under Regulation 30 of SEBI listing requirements on March 24, 2026. The penalties span across three assessment years and were all received on March 23, 2026.

Penalty Details Across Assessment Years

The tire manufacturer faces penalties under Section 271(1)(c) of the Income-tax Act, 1961, despite receiving favorable appellate orders in all three cases:

Background of Penalty Orders

For AY 2013-14, while MRF received substantial relief of Rs 23.06 crores through the appellate order, the CIT(A) confirmed a disallowance of Rs 0.57 crores related to provisions towards litigation and related disputes. This confirmation led to the penalty of Rs 37.15 lakh.

Regarding AY 2015-16, the company secured relief of Rs 104.92 crores, with the CIT(A) restricting the Section 14A disallowance to Rs 0.10 crores against the original disallowance of Rs 34.83 crores made by the Assessing Officer. However, the confirmed portion resulted in a penalty of Rs 7.04 lakh.

For AY 2016-17, MRF obtained relief of Rs 81.23 crores, but the CIT(A) upheld a Section 14A disallowance of Rs 0.16 crores, leading to the penalty of Rs 11.25 lakh.

Company's Response and Next Steps

MRF has indicated that it will file appeals with the CIT(A) against all three penalty orders. The company made this disclosure in compliance with SEBI regulations, acknowledging the financial impact of Rs 55.45 lakh across the three assessment years.

All penalty orders were issued by the Deputy Commissioner of Income Tax under the Ministry of Finance, Government of India, and were dated March 23, 2026. The company received these orders on the same date and promptly disclosed the information to stock exchanges the following day.