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MANGALORE REPINERY AND PETROCHEMICALS LIMITEIJ

��oil· iii � '3T' % atfrm '11m � cfiT � SCHEDULE 'A' GOVT. OF INDIA ENTERPRISE. ( � � � ;tm cfii(lfR.�11 � <tl' � � A SUBSIDIARY OF OIL AND NATURAL GAS CORPORATION LIMITED)

mft'Wtfftffi mRPL

lfr�/CIN: L23209KA1988GOI008959 � �: ��. � cfill1qR•11 � -575 030 ( 100f) �- 0824-2270400, �: 0824-2271404, E-mail:mrplmlr@mrpl.co.in Regd. Office : Kuthethoor P.O. Via Katipalla, Mangaluru • 575 030 (India) Tel. : 0824-2270400 Fax : 0824-2271404 Website : www.mrpl.co.in

orrt.�.ai'r. 9001, 14001 � 50001 ll+l1fit@" � AN ISO 9001, 14001 AND 50001 CERTIFIED COMPANY

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/ Madam,

18/06/2021

Sub: Submission of documents under Regulation 37(6) of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is to inform you that the board of directors ("Board") of Mangalore Refinery and

Petrochemicals Limited ("Company"), at their meeting held on 10 June 2021, pursuant to and under

the provisions of Sections 230 to 232 of the Companies Act, 2013 ("Act") and the rules and

regulations framed thereunder, Regulation 3 7 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("LODR"), the

Memorandum and Articles of Association of the Company, Securities and Exchange Board of India

master circular dated 22 December 2020 bearing reference no.

SEBI/HO/CFD/DILl/CIR/P/2020/249 on: Scheme of Arrangement by Listed Entities; and (b)

Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957

("SEBI Master Circular"), review of the Company's audit committee and subject to receipt of

requisite approvals of the Ministry of Corporate Affairs and that of other concerned authorities and

agencies, as may be required, and subject to the approval of the shareholders and creditors by

requisite majority as required under the Act, has approved the scheme of amalgamation of the

Company's wholly owned subsidiary, ONGC Mangalore Petrochemicals Limited ("OMPL") with

the Company and their respective shareholders and creditors ("Scheme").

The intimation under Regulation 30 of LODR in this regard was submitted to the stock exchanges

• .....,..,�@ pany on 10 June 2021. A copy of the intimation is enclosed in Annexure A.

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83�- : �°;f.A-1. -� -�-�-�-m.m. J.tli11�f.te6 � 'qcR%�. �.s�1<-1ei �. -0;:.:ii;:.fl.pl(, �-560 010Beng u Office: Plot A-1, Opp. KSSIDC A. 0. Building, Industrial Estate, Rajajinagar, Bengaluru - 560 010.

�: Tel: ("il,) (0) 080-22642200, �Fax: 080.- 23505501 �� : <filt-8,Tcfi' �. � c:fii�iffi, � w, -1'.f �- 110003 �: 011-24306400, �: 011-24361744 Delhi Office : Core-8,7"", Floor SCOPE Complex, Lodhi Road, New Delhi - 110003. Tel.: 011-24306400, Fax: 011-24361744 �� : ircfi"{ifcR: 'f 'fciTr 15cll �. cfi'l:fi"IR6, �- 400005. �: 022-22173000, �: 22173233 Mumbai Office : Maker Tower, 'E' Wing, 15th Floor, Cuffe Parade, Mumbai-400 005. Tel.: 022-22173000, Fax: 22173233

('IITTiJ mr.JiTf � � "3WI") CA Uovemment of fn�la Enterprise)

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ONGC Mangalore Petrochemicals Limited (A Subsidiary of Mangalore Refinery and Petrochemicals Limited)

l!,lll!.l-l�s \llffi; � - 419'1$ 40�. MSEZ, Permude, Mangaluru - 574 509.

CIN : U40107KA2006GOI041258 � Tel.: 0824-2872000, � Fax: 0824-2872016. Website: www.ompl.co.in

CERTIFIED COPY OF RESOLUTION APPROVED IN 86TH MEETING OF THE BOARD OF DIRECTORS

OF ONGC MANGALORE PETROCHEMICALS LIMITED HELD ON THRUSDAY, THE 10TH JUNE 2021

AT BOARD ROOM, OIL AND NATURAL GAS CORPORATION LIMITED, 5TH FLOOR, DEENDAYAL

l:JRJA BHAWAN, 5, NELSON MANDELA ROAD, VASANT KUNJ, NEW DELHl-110 070.

=====-------======----- -----================--------==============-======

86.02 Approval of Scheme of Amalgamation of Company into and with MRPL and their

respective shareholders and creditors.

"RESOLVED THAT pursuant to the relevant provisions of the Companies Act, 2013 (hereinafter referred to as the "Act" and which shall include any statutory modifications, re-enactment or amendments thereof for the·time being in force}, the Memorandum and Articles of Association of the Company and subject to requisite approvals of the Ministry of Corporate Affairs (authorised for approving any scheme of arrangement, compromise and reconstruction of government companies under the provisions of the Act (hereinafter referred to as the "Competent Authority")), concerned authorities and agencies as may be required, and subject to the approval of the shareholders and creditors by requisite majority as required under the Act, the Scheme of Amalgamation of· the Company with Mangalore Refinery and Petrochemicals Limited ("Transferee Company"} and its respective shareholders and creditors (hereinafter referred to as the "Scheme") in �ccordance with the draft submitted to the Board, as placed before the meeting and approved, be and is hereby approved.

RESOLVED FURTHER THAT pursuant to the Scheme, the Company (a wholly-owned subsidiary of the Transferee Company) will merger into and with the Transferee Company (parent of the Company) and accordingly, no shares would be issued to the shareholders of the Company and the shares held by the Transferee Company in the Company would _be· cancelled in their entirety. Further, there is no requirement for a sh�re exchange report to be prepared in relation to the Scheme _as no shares are

_ being issued under the Sc�eme.

RESOLVED FURTHER THAT the certifica�e· provided by M/s. S�ankar & Moorthy an·d M/s. Ram Raj & Co., the statutory auditors of the Transferee Company to the effect that the accounting treatment under the Scheme i� _ in· ·conformity' with the accounting standards prescribed u�de�-Section 133 of the Act, . ,.l..,--placed before the Board, be and is hereby approved-and taken on record. ff'"'t' ··

-----· ----. =-•._S.S. Niyak TIFIED TRUE COPY

Pl � CNtf Executive Offlctr ��31T90 , , 18001311l�3lTS

AN ISO 9001. ISO 14001, BS OHSAS 18001 & ISO 50001 Certified CMlllffl,r,QILW r'llflll'IUII •.

RESOLVED FURTHER THAT a committee comprising of Chief Executive Officer, Chief Financial Officer and Company Secretary {the "Committee'') be set up to give effect to the Scheme and the members of the Committee be and are hereby jointly and severally authorised to do all such acts, deeds, matters and things as also to execute such documents, writings as may be necessary and to settle any questions or difficulties which may arise and give any directions necessary for obtaining approval of and giving effect to the Scheme, as and when required.

RESOLVED FURTHER THAT all the members of the Committee be and are hereby jointly and severally authorised to take all necessary steps for implementation of the Scheme including without limitation, the following:

{a) Appoint counsels, accountants, advisors, merchant bankers, consultants and other experts for implementation of the Scheme and fix their remuneration;

{b) finalise, settle, modify or amend the Scheme before submission to the Competent Authority;.

{c) verifying, signing, dealing, swearing, affirming, declaring, delivering, executing, entering into, making, acknowledging, recording- and perfecting the Scheme, all deeds, declarations, applications,

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petitions, instruments, affidavits, objections, notices, documents relating to the Scheme or delegating such authority to another person;

(d) sign and file applications and swear and file necessary affidavits, vakalatnamas, papers, deeds anddocuments in connection with the same with the Competent Authority and seek directions on convenin�meetings of the shareholders/creditors of the Company· or if necessary to make applications fordispensation/waiver of t�e requirement of holding of meetings and file necessary affid_avits, pleadingsand undertakings and all p�pers and docume�ts in connection with the -same; as may be di�ected by theCompete.nt Authority to giv� effect to t�e Scheme;

{e) sign and file petitions for confirmation and sanction of the Scheme by the Competent Authority;

I CERTIFIED TRUE CO;PY-I y " " t�·-=-· ·lfflNJ S.S. Nayak

1Mlfil iHt � Chief Executive Officer3I (;"1vi" � -�_,�illHi � fl_GC Mangalore Petrochemicals Ltd.

":.�. 'Pflt" Ptrmuu, M1ngafun, • 574 SO,

SCHEl\fE OF AMALGAMATION

flit f.-i� (UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013}

IHH· 1.1-..:

BETWEEN

ONGC MANGALORE PETROCHEMICALS LIMITED AND

�GAµ)RE REFINERY AND PETRO�CALS LIMITED .AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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Transferor Company shall be deemed to have been amalgamated and merged into_�d with theTransferee Company; ·

1.3.4 ''Transferee Company" has the meaning ascribed to such a term in Clause 1.1.2;:

1.3.S "Transferor Company" has the meaning ascribed to such a tenn in Clause: 1.1.1, and notwithstanding anything to the contrary in this Scheme, means and includes: Ji

(i) all assets, wherever located (in.eluding in the possession of vendors, third parties orelsewhere), whether real, personal or mixed, tangible, intangible, present, future orcontingent, including but not limited to immovable properties, land and buildings,movable assets and other plant, machinery and equipment, whether licensed, leased orotherwise held, title, interests, :financial assets, investments, loans, applicationmonies,advance monies, earnest monies and/or security deposits or advances (includingaccrued interest) and other payments (in any such case whether paid by or deemed tohave been paid by the Transferor Company), covenants, undertakings and rights andbenefits, including rights and benefits pertaining to any security arrangements,receivables, claims against any third parties, guarantees (including bank andperformance guarantees), letters of credit, reversions, tenancies and- :other suchanangements or facilities;

(ii)

(iii)

(iv)

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all debts, borrowings, du.ties, debentures, guarantees, assurances, cqmmitments,obligations and liabilities (including deferred tax liabilities and con�t liabilities),both present and future of every kind, nature or description, whether fixed, contingentor absolute, secured or unsecured, asserted or unasserted, matured or :un-matured,liquidated or un- liquidated, accrued or not accrued, known or unknowri, due or tobecome due, whenever or however arising, whether provided for or not iii the booksof accounts or disclosed in the balance sheet including, without limita�911, whetherarising out of any contract or tort based on negligence or strict liability or under anylicences or permits or schemes;

all contracts, agreements, engagements, licenses, leases, memoranda of undertakings,memoranda of agreements, memoranda of agreed points, letters of agreed points,arrangements, undertakings, whether written or otherwise, deeds, bonds, schemes,sales tax credits, income tax credits, privileges and benefits of all contracts, agreementsand all other rights, including license rights, lease rights, powers and facilities of everykind and description whatsoever or other understandings, deeds and instruments ofwhatsoever nature to which the Transferor Company is a party, including agreementswith any government entity, department, commission, board, agency, bureau, official,etc., sale agreements, agreements to sell, equipment purchase agreements, hirepurchase agreements, lending agreements and other agreements with the: customers,sales orders, purchase orders and other agreements and contracts with the supplier ofgoods or service providers and all rights, title, interests, claims and benefits thereunder of whatsoever nature to which the Transferor Company is a party; · ·

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all intellectual property rights, registrations, trademarks, trade names, senice marks,copyrights, patents, designs, techni€al know-how, domain natne$,: includingapplications for trademarks, trade names, service marks, copyrights, �esigns anddomain names, used by or held for use by the Transferor Company, whether or notrecorded in the books of accounts of the Transferor Company, and otherlintell�tualrights of any nature whatsoever, books, records, files, papers, engineering andprocess information, software licenses (whether proprietary or otherwise), drawings,computer programs, manuals, data, catalogues, quotations, list of present and formercustomers and suppliers, other customer information, customer credit information,customer pricing information and all other records and documents, whether in

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2.3.2 Upon this Scheme becoming effective and with effect from Appointed Date, and cl;nsequent to transfer of the existing authorised share capital of the Transferor Company in acc�:piance with Clause 2.3.1, the authorised share capital of the Transferee Company of Rs. 30;!).00,000,000 (Indian Rupees Three Thousand Crore) divided into 2,900,000,000 equity shru;i;:s of Rs.10 (Indian Rupees Ten) each and 100,000,000 redeemable preference shares of Rs:: 10 (Indian Rupees Ten) each, shall stand enhanced by an aggregate amount of Rs. 32;�00,000,000 (Indian Rupees Three Thousand Two Hundred Crore ), and the resultant authorised share capital of the Transferee Company sh.all be Rs. 62,000,000,000 (Indian Rupees Six Thousand Two Hundred Crore) divided into 2,900,000,000 equity shares ofRs.10 (Indian Rupees Ten) each, 3,200,000 equity shares of Rs.10,000 each and 100,000,000 redeemable preference shares of Rs. 10 (Indian Rupees Ten) each.

Accordingly, Clause V of the Memorandum of Association of the Transferee Company shall stand modified and be substituted by the following:

"The Authorised Share Capital of the Company is t62,000,000,000 (Indian Rupees Six Thousand Two Hundred Crore) divided into 2,900,000,000 (Two Hundred and Ninety Crore) Equity Shares offJO (Indian Rupees Ten) each, 3,200,000 (I'Jiirty Two Lakh) equity shares ofll0,000 each and 100,000,000 (]'en Crore) redeemable preference shares oj'fJO (Indian Rupees Ten) each, with the power to increase and reduce the share capital of the Company and to divide the shares in the Capital for the time being into several classes and to attach there to respectively suc�preferential, qualified or special rights, privileges and conditions as may be permissible at Jaw and determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as mayfor the time being be provided by the Articles of Association of the Company" •� :

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Further, regulation 4 of the Articles of Association of the Transferee Compan:i shall standmodified and be substituted by the following: ,.

"The Authorised Share Capital of the Company is t62,000,000,000 (Indian Rupees Sll Thousand Two Hundred Crore) divided into 2,900,000,000 (I'wo Hundred and Ninety Crore) Equity Shares off 10 (Indian Rupees Ten) each, 3,200,000 (l'hirty Two Lakh) equity shares ofll 0,000 each and 100,000,000 (]'en Crore) redeemable preference shares off JO (Indian Rupees Ten) each, with the power to increase and reduce the share capital of the Company and to divide the shares in the Capital for the time being into several classes and to attach there to respectively such preferential, qualified or special rights, privileges and conditions as may be permissible at law and detemuned by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company''

2.4 Alteration of the main objects

2.4.1 The main objects of the Transferee Company shall stand altered by adding Sub-Para (iii) of Para 1 of Main Objects and shall be read as under:

2.4.2

"(iii) Mamifacturing and marketing of all kinds of petroleum, petrochemicals� bnd similar products, byproducts and other speciality products, including Ethylene': � Propane, Naphtha, polyethylene, paraxylene, derivatives of paraxylene, benzene, derivatives of benzene, bio diesel, bio faels like ethanol and other similar or allied substanc.es. "

It is hereby clarified that the consent of the shareholders of the Transferor Company and the Transferee Company to this Scheme shall be sufficient for the purposes of effecting the aforesaid amendment in the Memorandum of Association and Articles of Association of the Transferee Company and that no further resolutions, whether under Sections 13 and 61 of the .1013 Act, any other applicable provisions of the 2013 Act or wider the Articles of

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As�ation, shall be required to be separately passed, nor shall the Transferee Company be required to pay any additional registration fees, stamp duties, etc., in relation to such increase in its authorised share capital.

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stand transferred to and be vested in and transferred to and/or be deemed to have beenand stand transferred to and vested in the Transferee Company, without any further actor deed done or being required to be done by the Transferor Company and/or theTransferee Company. The Transferee Company shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to

f ii• pay $e ground rent and taxes and fulfil all obligations in relation to or applicable to• such immovable properties. The mutation or substitution of the title to the immovable iji properties shall, upon this Scheme becoming effective, be made and duly recorded in t;, · the name of the Transferee Company by the appropriate authorities pursuant to the

; ��1 sane�� o�tbis Scheme by the MCA in accordance with the terms hereof.

(iv1f '. all debts, liabilities, contingent liabilities, duties and obligations, whether secured or J l:fl 1 ! unsecured or whether provided for or not in the books of account or disclosed in the

!. :; balance sheets of the Transferor Company. shall be deemed to be the debts, liabilities, contingent liabilities, du.ties and obligations of the Transferee Company, and the Transferee Company shall, and does hereby undertake to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. n is hereby clarifiedthat it shall not be necessary to obtain the consent of any third party or other personwho is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause 3.2. All loans, advances and other obligations due from the Transferor Company to the Transferee -Company or vice versa shall stand cancelled and shall have no effect.

(v)" all contracts, deeds, bonds, agreements, schemes, arrangements, approvals, certificates, leases, registrations and other instruments, permits, rights, subsidies, concessions, entitlements, licenses (including the licenses granted by any governmental, statutory orregulatory bodies)for the pwpose of carrying on the business of the TransferorCompany, and in relation thereto, and those relating to tenancies, privileges, powers,facilities of every kind and description of whatsoever nature in relation to theTransferor Company, or to the benefit of which, the Transferor Company may be eligible. �<I; which are subsisting or having effect immediately before the Effective Date, shali ·be in full force and effect on, against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the TransferorCompany, the Transferee Company had been a party or beneficiary or obligor thereto.If the Transferee Company enters into and/or issues and/or executes deeds, writingsor confirmations or enters into any tripartite arrangements, confirmations or novation,Transferor Company will, if necessary, also be party to such documents in order togive formal effect to the provisions of this Scheme, if so required. In relation to the same any procedural requirements required to be fulfilled solely by the Transferor Company (and not by any of its successors), shall be ful:filled by the TransfereeCompany as ifit is the duly constituted attorney of that Transferor Company.

Without prejudice to the generality of the foregoing, all leave and licence agreements/deeds, lease agreements/deeds, bank guarantees, performance guaranteesand letters of credit, agreements with any government entity, department, commission,board, agency, bureau or official, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the businessof the Transferor Company or to the benefit of which the Transferor Company may be eligible and which are subsisting or having effect immediately before the Effective Date,. including all rights and benefits (including benefits of any deposit, advances,receivables or claims) arising or accruing therefrom, shall, with effect frotn .Appointed Date and upon this Scheme becoming effective, by operation of law purswm� to·� vesting order of the MCA, be deemed to be contracts, deeds, bonds,agreements, schemes, arrangements and other inslruments, permits, rights,

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3.7

legal right(s) upon the amalgamation of the Transferor Company, in accordance with the provisions of Sections 230to 232 of the 2013 Act and other provisions ofthe2013 Act, as applicable. The Transferee Company is and shall always be deemed to have been authorised to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and carry out any formalities or compliance as are

i necessary for the implementation of this Scheme.

(iiik1 Upon this Scheme becoming effective the Transferee Company unconditionally andtt: irrevocably agrees and undertakes to pay, discharge and satisfy all liabilities and

j ;� o�¥g��ns .pf the Trans_feror ��pany with effect from Appointed Date, in order to

! 11:I give effect to the foregoing prov1S1ons.

ij�:lits of the Transferor Company and all taxes thereof or losses arising or incurred by itreij.ting to the Transferor Company shall, for all purposes be treated as the profits, taxes or losses as the case may be of the Transferee Company.

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--�8 �J'8Iilalgamation of the Transferor Company into and with the Transferee Company is not to

½�"'° be constmed as a sale and/or rem.oval of the assets by the Transferor Company. � \<-. . -1r k:�' � I [ Upon this Scheme becoming effective, the Transferor Company shall stand dissolved, without 91· Manga / a; .c. ..... L deed, "th b . ___ .., � ✓-; ,i/ any 1.wwer act or WI out emg woww.-up.

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11q1�1<1 ir!'ff /tkl::::E COPY � � flq;l�i-1�1 � tl�if;fttq=;ffi � f?ies ,o, Manga,ore Refinery & Petrochemicals Ltd.

--·•1l'IJl''fJIR'/ KB Shyam Kumar

1i;'q;:ft'�/ Company Secretary

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Schedule-I H Consents and approvals obtained by the Transferor Company· :1

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1. License to operate issued on 23 October 2020 for the period of one year with effect from 1January 2021 to 31 December 2021 pursuant to the Factories Act, 1948;

2. Authorisation dated 23 November 2018 granted pursuant to the Hazardous & Other Wastes(Management and Transboundary Movement) Rules, 2016;

3. Consent to operate dated 27 January 2017 granted pursuant to the Air (Prevention & Control ofPollution)Act, 1981;and

4. Consent to operate dated 27 January 2017 granted pursuant to the Water (Prevention & Controlof Pollution) Act, 1974.

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Schedule-II Lease and license agreements of the Transferor Company

1. Lease agreement dated 12 April 2012 between the Transferor Company and Mangalore SEZLimited; and

2. Pipeline-cum-Road Corridor Agreement dated 19 Maroh 2016 between the TransferorCm.np!l,lly and Mangalore SEZ Limited;

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