Indian Oil Corporation Limited
About the Report
No. of Board
attended out
Name of the Director
the tenure of
Shri Ranjan Kumar Mohapatra
Director (HR)
(DIN – 08006199)
Shri Gurmeet Singh
Director (Marketing)
(DIN- 08093170)
Shri Akshay Kumar Singh
Director (Pipelines)
(DIN - 03579974)
Shri Sandeep Kumar Gupta1
Director (Finance)
(DIN - 07570165)
Shri Shrikant Madhav Vaidya2
Director (Refineries)
(DIN - 06995642)
Shri A. K. Sharma 3 3. Shri Sankar Chakraborti, Independent Director - Member
Director (Finance)
(DIN - 06665266)
Shri B. V. Rama Gopal4
Director (Refineries)
(DIN – 07551777)
Non-Executive Directors (Govt. nominees)
Dr. Navneet Mohan Kothari 5
(DIN – 02651712)
Smt. Indrani Kaushal6
(DIN- 02091078)
Smt. Sushmita Dasgupta7
(DIN- 08395557)
Shri Ashutosh Jindal8
(DIN - 05286122)
Shri Ashish Chatterjee9
(DIN - 07688473)
Non-Executive Directors (Independent Directors)
Shri Vinoo Mathur
(DIN - 01508809)
Shri Samirendra Chatterjee
(DIN - 06567818)
Shri C. R. Biswal
(DIN - 02172414)
Dr. Jagdish Kishwan
(DIN - 07941042)
Shri Sankar Chakraborti
(DIN - 06905980)
Shri D. S. Shekhawat
(DIN - 07404367)
Shri Rajendra Arlekar10
(DIN – 08518169)
Ms. Lata Usendi11
(DIN - 07384547)
Shri Parindu K. Bhagat12
(DIN - 01934627)
128 Report on Corporate Governance
3rd Integrated Annual Report 61st Annual Report 2019-20
Remarks: e. Succession Planning
No. of
Attendance
Meetings
at the AGM
Directorship
Directorship in other
Membership of Chairmanship of 1. Shri Sandeep Kumar Gupta was inducted on the Board The Company has put in place a structured succession
in other Committees in Committees in w.e.f August 03, 2019. planning framework to ensure systematic development
on August listed entities as on
of meetings Companies other companies other Companies
28, 2019 March 31, 2020 & plan to fill key positions, other than the Board of Directors,
held during
(Yes / No /
as on
category of Directorship
as on as on 2. Shri Shrikant Madhav Vaidya was inducted on the
March 31, March 31, 2020 March 31, 2020 in line with the vision and business strategy of the
NA) Board w.e.f. October 14, 2019.
Chairman’s Desk
Director 2020 Company. The Company being a Government Company
From the
3. Shri A. K. Sharma ceased to be Director w.e.f. May 18, under the administrative control of the MoP&NG, the power
2019. to appoint Directors (including Independent Directors)
10(11) Yes 1 - - - vests with the Government of India.
4. Shri B. V. Ramagopal ceased to be Director w.e.f.
August 01, 2019. 3. COMMITTEES OF THE BOARD
11(11) Yes 2 - - - 5. Dr. Navneet Mohan Kothari was inducted on the Board I. Audit Committee
About IndianOil
w.e.f. March 25, 2020.
The Audit Committee has been constituted in line with
6. Smt. Indrani Kaushal was inducted on the Board w.e.f. the provisions of regulation 18 of the SEBI (LODR) and
11(11) Yes 1 - - -
May 28, 2019. the provisions of the Companies Act, 2013 and the rules
7. Smt. Sushmita Dasgupta ceased to be a Director w.e.f. notified thereunder. The members of the Audit Committee
May 28, 2019. have requisite financial and management expertise.
6(6) Yes 4 - - -
Description of Capitals
8. Shri Ashutosh Jindal ceased to be Director w.e.f. The Audit Committee comprised of the following members
November 4, 2019. as on March 31, 2020:
Chennai Petroleum
4(4) NA 2 Corporation Ltd. - - - 9. Shri Ashish Chatterjee was inducted on the Board w.e.f. 1. Shri D. S. Shekhawat, Independent Director - Chairman
Non-Executive Director December 12, 2019 and ceased to be Director w.e.f. 2. Shri Samirendra Chatterjee, Independent Director - Member
March 25, 2020.
3(3) NA 2 - - - 10. Shri Rajendra Arlekar was inducted on the Board w.e.f.
Board of Directors, etc.
July 24, 2019. The Terms of Reference of Audit Committee covers all
matters specified under the provisions of the Companies
Chennai Petroleum 11. Ms. Lata Usendi was inducted on the Board w.e.f. Act, 2013 as well as Regulation 18 (3) read with Part C of
5(5) NA 2 Corporation Ltd. - - - November 06, 2019. Schedule II of the SEBI (LODR), which inter-alia include the
Non-Executive Director
12. Shri Parindu K. Bhagat ceased to be Director w.e.f. following:
December 02, 2019. » Overseeing the Company’s financial reporting process
Note 1: The Directorships held by Directors as mentioned and disclosure of financial information to ensure that
the financial statements are correct, sufficient and
Directors’ Report
NA NA - - - -
above include public limited, private limited and foreign
companies but do not include the companies registered credible.
5(8) No 1 - - - under section 8 of the Companies Act, 2013. » Reviewing with management the quarterly and annual
Note 2: The Membership / Chairmanship of Committee is financial statements, auditors report along with
related party transactions, if any, before submission
3(3) NA - - - - considered only for Audit Committee and Stakeholders’
Relationship Committee to the Board.
Discussion & Analysis
7(8) No - - - - » Approval or any subsequent modification of
Management’s
Note 3: In case of cessation of Directorship, the details of
directorship on Board of other companies and committee transactions of the Company with related parties.
1(2) NA 1 - - - position are as on the date of cessation from the Board of » Review of matters to be included in Directors
the Company. Responsibility Statement that forms part of the Board
Report.
None of the Directors on the Board is a member of more
than 10 Committees or Chairperson of more than 5 » Reviewing with the management and statutory and
Responsibility Report
10(11) Yes - - - -
Committees across all the listed companies in which internal auditors, the adequacy of internal control
they are a Director. All the Directors have made requisite
Business
systems.
11(11) Yes - - - - disclosures regarding Directorship / Committee position
occupied by them in other companies. » Discussion with internal auditors on Annual Internal
11(11) Yes 1 - 1 -
Audit Program, Significant Audit Findings and follow
A brief resume of the Directors, who are being re-appointed up on such issues.
at the forthcoming Annual General Meeting, is given in the
» Discussion with statutory auditors before the audit
Corporate Governance
11(11) Yes - - - - notice of the AGM.
commences on the nature and scope of audit, as well
Report on
d. Code of Conduct as having post-audit discussion to ascertain any area
11(11) Yes 2 - - -
The Code of Conduct for the Directors and Senior of concern.
Management Personnel of the Company has been laid » Reviewing the Company’s financial and risk
11 (11) Yes - - - -
down by the Board, which is circulated to all concerned management policies.
and the same is also hosted on the website of the Company
» Evaluation of internal financial controls and risk
Financial Statements
7(7) Yes - - - - “www.iocl.com”. The Directors and Senior Management
Personnel of the Company have affirmed compliance with management systems.
the provisions of the Code of Conduct for the financial
3(3) NA - - - - » Reviewing with the management, the observations
year ended March 31, 2020 and no material financial or / comments of the Comptroller & Auditor General of
commercial transactions which may have potential conflict India (CAG) and management’s assurance thereon.
8(9) Yes - - - -
with the interest of the Company were reported by them.
Report on Corporate Governance 129