Mangalore Refinery & Petroleum has been penalised by both major stock exchanges for regulatory lapses regarding its board composition during the first quarter of FY27.

The Central Public Sector Enterprise (CPSE) received notices from BSE Limited and the National Stock Exchange of India Limited for failing to comply with specific provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Penalty Details

The fines were levied for non-compliance with Regulations 17(1), 17(2A), 18(1), 19, 20, and 21(2) concerning the composition of the Board and its sub-committees for the quarter ended June 30, 2026.

The total financial impact amounts to ₹28,39,080, inclusive of GST at 18%. The company disclosed this development in a filing dated August 26, 2026, under Regulation 30 of the SEBI LODR Regulations.

Waiver Request

In response to the penalties, MRPL has formally represented to both exchanges seeking a waiver of the fines. The company argued that as a CPSE, the nomination of directors to its board is determined by the Administrative Ministry, specifically the Ministry of Petroleum and Natural Gas (MoP&NG) under the Government of India.

This structural dependency on government appointments was cited as the primary reason for the composition irregularities during the specified quarter.

Mangalore Refinery and Petrochemicals Limited shareholders approved a final dividend of ₹4 per equity share for FY26 at the company’s 38th annual general meeting held on August 24, 2026.

The mangalore refinery & petroleum also approved the appointment of Dr Seema and Satyan Kumar as directors, alongside ratifying cost auditor remuneration and approving material related-party transactions with Shell MRPL Aviation Fuels and Services Limited.

Voting Results Overview

Shareholders voted in favour of all ten resolutions placed before them. The promoter group, holding 1,552,507,615 shares, cast 100% of its votes in favour across all agenda items. Public institutions and non-institutional investors also supported the majority of proposals, though dissent was recorded on director appointments.

Key Resolutions Passed

Director Appointments

Dr Seema, nominated by the Ministry of Petroleum and Natural Gas, was appointed as an additional director effective June 4, 2026, and confirmed by shareholders. Satyan Kumar, nominated by Oil and Natural Gas Corporation Limited, was appointed effective July 2, 2026, and similarly confirmed. Arun Kumar Singh, retiring by rotation, was re-appointed after receiving 98.51% support.

Corporate Governance Updates

The company appointed Kumar Naresh Sinha & Associates as secretarial auditor for five years, from FY27 to FY31, at a remuneration of ₹40,000 per year plus GST. Cost auditor remuneration for FY27-28 was ratified at ₹2.5 lakh plus GST and e-filing fees.

A special resolution amended the Memorandum and Articles of Association to align with the Companies Act, 2013, expanding object clauses to include biofuels, renewable energy, and active pharmaceutical intermediates.

Related Party Transactions

Shareholders approved material related-party transactions with Shell MRPL Aviation Fuels and Services Limited for up to ₹5,500 crore in FY28. This resolution received 81.30% support, with public institutions voting 81.20% in favour.