Sub-Committees of the Board

Audit Committee

Mr.Myneni Narayana Rao

Independent Director – Chairman

Mr.Amitabh Mathur

Independent Director – Member

Mr.D.Durai Ganesan

Independent Director – Member

Mr.Sukh Ram Meena, DDG, MoP&NG

Nominee Director, GoI

Objective

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing, and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company’s financial statements, the appointment, independence, performance, and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors and the Company’s risk management policies.

Terms of Reference

The terms of reference/powers of the Audit Committee are as under :

A. Powers of the Audit Committee

To investigate any activity within its terms of reference.

To seek information from any employee.

To obtain outside legal or other professional advice.

To secure the attendance of outsiders with relevant expertise, if it considers necessary.

B. The role of the Audit Committee includes

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommending the appointment, remuneration, and terms of appointment of statutory auditors, including cost auditors of the Company;

Approving payment to statutory auditors, including cost auditors, for any other services rendered by them;

Reviewing with the management, the annual financial statements, and auditors report thereon before submission to the Board for approval, with particular reference to:

Matters required to be included in the Directors’ Responsibility Statement in the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by the management;

Significant adjustments made in financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions; and

Modified opinion(s) in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

Monitoring and reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditors’ independence and performance, and effectiveness of the audit process;

Approval or any subsequent modification of transactions of the Company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems;

Formulating the scope, functioning, periodicity, and methodology for conducting the internal audit;

Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow-up thereon;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the Board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the Vigil Mechanism and Whistle Blower mechanism;

Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

Reviewing financial statements, in particular, the investments made by the Company’s unlisted subsidiaries;

Reviewing the following information:

The Management Discussion and Analysis of financial condition and results of operations;

Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

Management letters/letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses;

Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s); and

Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination And Remuneration Committee

Mr.Amitabh Mathur

Independent Director – Chairman

Mr.D.Durai Ganesan

Independent Director – Member

Mr.Manoj Sharma

Nominee Director (Indian Oil Corporation Limited) – Member

Mr.Sukh Ram Meena, DDG, MoP&NG

Nominee Director, GoI

Terms of Reference

The terms of reference of the Nomination, Human Resources and Remuneration Committee are as under:

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal;

To carry out the evaluation of every Director’s performance;

To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

To formulate the criteria for evaluation of Independent Directors and the Board;

To recommend to the Board whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

To devise a policy on Board diversity;

To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;

To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme including:

the quantum of options to be granted under Employees’ Stock Option Scheme per employee and in aggregate;

the conditions under which option vested in employees may lapse in case of termination of employment for misconduct;

the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period;

the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

the right of an employee to exercise all options vested in him at one time or various points of time within the exercise period;

the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others;

the granting, vesting and exercising of options in case of employees who are on long leave; and

the procedure for cashless exercise of options.

To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

To perform such other functions as may be necessary or appropriate for the performance of its duties.

CSR & SD Committee

Mr.Myneni Narayana Rao

Independent Director – Chairman

Mr.M.B.Dakhili

Director (NICO) – Member

Mr.Rajeev Ailawadi

Managing Director (i/c) & Director (Finance) – Member

Mr.H.Shankar

Director (Technical) – Member

Mr.Sukh Ram Meena, DDG, MoP&NG

Nominee Director, GoI

Terms of Reference

The terms of reference of the Committee, inter alia, include the following:

To formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company in compliance with the provisions of the Companies Act, 2013 and the rules made thereunder;

To recommend the amount of expenditure to be incurred on the activities referred to above;

To monitor the implementation of the Corporate Social Responsibility Policy of the Company from time to time;

To approve Corporate Sustainability Report and oversee the implementation of sustainability activities;

To oversee the implementation of policies contained in the Business Responsibility Policy Manual and to make any changes/modifications, as may be required, from time to time and to review and recommend the Business Responsibility Report to the Board for its approval;

To observe practices of Corporate Governance at all levels and to suggest remedial measures wherever necessary;

To ensure compliance with the corporate governance norms prescribed under the Listing Agreements with Stock Exchanges, the Companies Act and other statutes or any modification or re-enactment thereof;

To advise the Board periodically with respect to significant developments in the law and practice of corporate governance and to make recommendations to the Board for appropriate revisions to the Company’s Corporate Governance Guidelines;

To monitor Company’s compliance with the Corporate Governance Guidelines and applicable laws and regulations and make recommendations to the Board on all such matters and on any corrective action to be taken, as the Committee may deem appropriate;

To review and assess the adequacy of the Company’s Corporate Governance Manual, Code of Conduct for Directors and Senior Management, the Code of Ethics and other internal policies and guidelines and monitor that the principles described therein are being incorporated into the Company’s culture and business practices;

To formulate/approve codes and / or policies for better governance;

To provide correct inputs to the media so as to preserve and protect the Company’s image and standing;

To disseminate factually correct information to investors, institutions and the public at large;

To establish oversight on important corporate communication on behalf of the Company with the assistance of consultants/advisors, if necessary;

To ensure institution of standardised channels of internal communications across the Company to facilitate a high level of disciplines participation; and

To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for the performance of its duties.

Stakeholders Relationship Committee

Mr.D.Durai Ganesan

Independent Director – Chairman

Mrs.Sobha Surendran

Independent Director – Member

Mr.Rajeev Ailawadi

Managing Director (i/c) & Director (Finance) – Member

Mr.Babak Bagherpour

Director (NICO) – Member

Mr.Sukh Ram Meena, DDG, MoP&NG

Nominee Director, GoI

Terms of Reference

Oversee and review all matters connected with the transfer of the Company’s securities;

Approve issue of the Company’s duplicate share / debenture certificates;

Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’ grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.;

Oversee the performance of the Company’s Registrars and Transfer Agents;

Recommend methods to upgrade the standard of services to investors;

Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading;

Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable;

Perform such other functions as may be necessary or appropriate for the performance of its duties.

Risk Management Committee

Mr.Rajeev Ailawadi

Managing Director (i/c) & Director (Finance) – Chairman

Mr.H.Shankar

Director (Technical) – Member

Mr.S.Krishnan

Director (Operations) – Member

Mr.Myneni Narayana Rao

Independent Director – Member

Mr.Manoj Sharma

Nominee Director (Indian Oil Corporation Limited) – Member

Terms of Reference

The terms of reference of the committee, inter alia, include the following:

  • Framing of Risk Management Plan and Policy.
  • Overseeing implementation of Risk Management Plan and Policy.
  • Monitoring of Risk Management Plan and Policy.
  • Validating the process of risk management.
  • Validating the procedure for Risk Minimisation.
  • Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.
  • Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.
  • Performing such other functions as may be necessary or appropriate for the performance of its oversight function.

Board Project Committee

Mr.Manoj Sharma

Nominee Director (Indian Oil Corporation Limited) – Chairman

Mr.Amitabh Mathur

Independent Director – Member

Mr.Rajeev Ailawadi

Managing Director (i/c) & Director (Finance) – Member

Mr.Sukh Ram Meena, DDG, MoP&NG

Nominee Director, GoI

Director (Technical) or Director (Operations) – {depending on the proposal considered}

The Board has appointed various committees to assist it in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the committees as well as qualifications for committee membership, procedures for committee members’ appointment and removal, committee structure and operations and reporting to the Board. The Board may constitute new committees or dissolve any existing committee as it deems necessary for the discharge of its responsibilities.