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OIL AND NATURAL GAS CORPORATION LIMITED COMPANY SECRETARIAT

ONGC/CS/SE/2021-22

National Stock Exchange of India Ltd. Listing Department Exchange Plaza Bandra-Kurla Complex Bandra (E) Mumbai — 400 051

Symbol-ONGC; Series — EQ

Sir / Madam,

BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers Dalai Street, Fort Mumbai — 400 001

BSE Security Code No. — 500312,

Sub: Annual Secretarial Compliance Report for the FY'21

30.06.2021

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we hereby submit the Annual Secretarial Compliance Report for the year ended 31St March 2021 as issued by M/s Ashu Gupta & Co., Practicing Company Secretaries, New Delhi.

This is for your kind reference and record.

Thanking you, Yours faithfully, for Oil nd tural Gas Corporation Ltd.

epni Kant)

Cor parry Secretary & Compliance Officer

Encl.(A/a 8 pages)

Regd. Office : Plot No. 5A-5B, Nelson Mandela Road, Vasant Kunj, New Delhi-110070 Phone : 011- 2675 4073, 011-2675 4085 EPABX : 2675 0111, 2612 9000 Fax : 011-2612 9081

CIN No. L74899DL1993G01054155 Website : www.ongcindia.com E-mail : secretariat@ongc.co.in

Ashu Gupta aZ Co. 204A, Second Floor, 23, S.B.I. Building

Opp. DLF Tower, Shivaji Marg New Delhi-110 015

Tel. : 011- 45700331 Mob. : 9899021740 E-mail : ashugupta.cs@gmail.com

COMPANY SECRETARIES

Secretarial Compliance Report of

Oil and Natural Gas Corporation Limited

CIN: L74899DL1993G01054155

For the year ended 31.03.2021 • (Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

We, Ashu Gupta & Co., Practicing Company Secretaries, New Delhi have examined:

(a) all the documents and records made available to us and explanation provided by Oil and

Natural Gas Corporation Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity (www.ongcindia.com),

(d) any other document/ filing, as may be relevant, which has been relied upon to make this

certification,

for the year ended 31" March, 2021 ("review period"), in respect of compliance with the

provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations,

circulars, guidelines issued there under; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the

Regulations, circulars, guidelines issued there under by the Securities and Exchange Board

of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have

been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI (LODR), Regulations 2015");

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018; (Not applicable during the review period)

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

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(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not

applicable during the review period)

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014; (Not applicable during the review period)

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and

Redeemable Preference Shares) Regulations, 2013; (Not applicable during the review

period)

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015;

and circulars/ guidelines issued there under;

and based on the above examination, We hereby report that, during the Review Period:

(a) the listed entity has complied with the provisions of the above Regulations and circulars/

guidelines issued thereunder, except in respect of matters specified below:-

Sr.

No.

Compliance Requirement

(Regulations/ circulars/

guidelines including

specific clause)

Deviations Observations/ Remarks of the

Practicing Company Secretary

. Regulation 17(1)(a) & (b) The Company did not There were non-compliance with

of SEBI (LODR), comply with the the requirements of Regulation

Regulations 2015; requirements of having not 17(1) (a) & (b) of SEBI (LODR)

less than fifty percent of the Regulations, 2015 including no

Board of Directors as Non- woman Independent Director on

Executive Directors / the Board w.e.f. 08.09.2020.

Independent Directors and

there was no independent

woman director during the

period 08(h September, 2020

to 31 March 2021.

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Regulations 18 & 19 SEBI

(LODR), Regulations

2015.

The composition of the

Audit Committee and the

Nomination &

Remuneration Committee

was not in compliance with

the SEBI (LODR),

Regulations 2015 w.e.f. 08th

There was only one (01)

Independent Director w.e.f.

08.09.2020 as against the

requirement of 9 (nine) on the

Board of Directors, composition of

the Audit Committee and the

Nomination & Remuneration

September, 2020. Committee was not in compliance

with the SEBI (LODR) Regulations,

2015 w.e.f. 08.09.2020.

No meeting of the Audit No meeting of the Audit

Committee was convened

after 31.08.2020 to comply

with statutory requirements

as specified under

Regulation 18 (2) & (3) of

the SEBI (LODR),

Regulations 2015

Committee was convened after

31.08.2020 to comply with

statutory requirements, however

agendas of Audit Committee were

directly reviewed and approved by

the Board*.

2. Regulation 17(10) and The performance evaluation The Company did not comply with

Regulation 25 (3) 8z (4) of of Independent Directors Regulation 17(10) and 25 (3) & (4)

SEBI (LODR),

Regulations 2015-

the performance

(IDs) has not been done by

entire Board.

of SEBI (LODR), Regulations 2015

on evaluation of performance of

Independent Directors by the

evaluation of Independent Directors have Board and review of performance

Independent not reviewed the of non- independent directors, the

Directors, non- performance of non- Chairperson and the Board of

independent directors,

Chairperson and the

Independent Directors, the

Chairperson and the Board

Directors as a whole by the IDs.

Also the meeting of Independent

Board of directors as a

whole.

of Directors as a whole. Directors as required under SEBI

(LODR), Regulations 2015 was not

convened*.

*The Company has informed that being a Government Company/ Central Public Sector Enterprises,

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the power to appoint/ nominate Directors (including Independent Directors) and the terms &

conditions of such appointment, including remuneration and evaluation, vests with the Government

of India. The requirement for appointment of requisite number of IDs has been communicated to the

Ministry of Petroleum and Natural Gas (MoPNG)/ Administrative Ministry from time to time.

(b) The listed entity has maintained proper records under the provisions,of the above Regulations and

circulars/ guidelines issued thereunder in so far as it appears from our examination of those

records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/

material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard

Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/

Regulations and circulars/ guidelines issued thereunder:

Sr.

No.

Action

taken by

Details of violation

Under the SEBI

(LODR)

Regulations, 2015

Details of action taken E.g.

fines, warning letter,

debarment, etc.

Observations/ remarks of

the Practicing Company

Secretary, if any

1. National (a) Regulation 17(1 NSE vide its e-mail/ letters:- The Company submitted

Stock for the financial (a) No.: NSE/LIST-SOP/CG/ quarter-wise response to

Exchange year 2020-21; FINES/101661 dated NSE, vide letter (s) dated

of India

Ltd (NSE)

20/08/2020, issued notice

and imposed fine of Rs. 26.08.2020, 01.12.2020 ,

25.02.2021 and 4,55,000/- for quarter ended

19.05.2021 for each 30th June, 2020.

successive quarters and

(b) Regulation 18 (b) No.: NSE/LIST-SOP/ requested to waive the

and 19 for COMB/FINES/0810 dated fine as right to fill

quarters ended 17/11/2020 vacancy of directors, is

December 2020 issued notice and imposed vested with the Govt. of

and March fine of Rs. 4,60,000/- for India and the

2021. quarter ended 301' September, 2020;

compliance condition is

beyond the control of the

Company.

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(c) No.: NSE/LIST-SOP

/COMB/FINES/0814 dated

15/02/2021

issued notice and imposed

fine of Rs. 5,56,000 for the

quarter ended 31"

Response/ waiver is

awaited.

December, 2020;

(d) No.: NSE/LIST-SOP/

COMB/FINES/0815 dated

17/05/2021 issued notice and

imposed fine of Rs. 8,10,000

for the quarter ended 31"

March, 2021.

2. BSE (a) Regulation BSE vide its e-mail dated:- The Company submitted

Limited 17(1) for the quarter-wise response to

(BSE) financial year

2020-21;

(a) 20/08/2020 issued notice and

imposed fine of Rs. 4,55,000/-

for the quarter ended 30th

BSE, vide letter (s) dated

26.08.2020, 01.12.2020,

25.02.2021 and June, 2020.

(b) Regulation 18

and 19 for

19.05.2021 for each

successive quarters and (b) 17/11/2020 issued notice and

quarters ended imposed fine of Rs. requested to waive the

December 2020 4,60,000/- for the quarter fine as right to fill

and March

2021.

ended 30th September, 2020. vacancy of directors, is

vested with the Govt. of

(c) 15/02/2021 issued notice and

imposed fine of Rs.

5,56,000/-for the quarter

ended 31" December, 2020.

India and the

compliance condition is

beyond the control of the

Company.

Based on Company

representation, BSE has (d) 17/05/2021 issued notice and

imposed fine of Rs.

8,10,000/- for quarter ended

31 March, 2021. "

waived off the fines for

quarters ended June, Sept

and December, 2020.

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Response/ waiver for

quarter ended March

2021 is awaited.

3. The Company has two listed material subsidiaries namely Mangalore Refinery and

Petrochemicals Limited and Hindustan Petroleum Corporation Limited, Annual Secretarial

Compliance Report(s) for the year ended 31.03.2021 including the details of action taken,

have been filed with Stock Exchanges, by the respective subsidiaries.

(d) The listed entity has taken the following actions to comply with the observations made in previous

reports:

Sr.

No.

Observations of the

Practicing Company

Secretary in the previous

reports

Observations

made in the

secretarial

compliance

report for

the year

ended

Actions taken by the

listed entity, if any

Comments of the

Practicing Company

Secretary on the

actions taken by the

listed entity

31.03.2020

1 Board of Directors — Composition & Evaluation

There were non- The Company has No exemption from

compliance with the informed that right to fill applicable provisions

requirements under vacancy of directors of SEBI (LODR)

Regulation 17 (1)(a) & (b) 31.03.2020. (including IDs) is vested Regulations, 2015

of SEBI (LODR),

Regulations 2015.

with the Govt. of India.

The Company has

with respect to

Performance

As informed by the requested the Evaluation for

Management, the power Administrative Ministry Government

to appoint Directors — MoPNG, to appoint companies, therefore

including Independent requisite number of the Company is

Directors vests with the directors to comply with required to comply

Government of India and provisions of the SEBI with the said

the said matter is being (LODR), Regulations provisions.

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regularly pursued with

the administrative

Ministry.

Performance Evaluation

of Board and Directors, as

required in terms of

Regulation 17(10) and

25(4) of the SEBI (LODR)

Regulations 2015, were

not complied with by the

Company.

2015 and accordingly

letters were sent on

18.06.2020, 21.09.2020,

13.01.2021, 22.03.2021

and the latest being

07.06.2021.

The Company has also

requested to the

Department of Public

Enterprises, Govt. of

India, vide letter dt.

14.06.2021, to arrange

exemption from

evaluation of Directors

and Board under the

provisions of SEBI

(LODR), Regulations

2015 aligning with the

exemptions provided

under the Companies

Act, 2013.

2. The Company shall

obtain prior approval of

Audit Committee for

Related Party

Transactions (RPTs) but

the Company has taken Omnibus approval for

Related Party

Transactions for the FY

2019-2020 from the

Audit Committee in its

meeting held on

26.07.2019.

31.03.2020 The Company has

complied with

applicable provisions of

the Related Party

Transactions for the

financial year 2020-21.

The Company had

obtained omnibus

approval of the

Related Party

Transactions for the

financial year 2020-

21 from the Audit

Committee in its

meeting held on 16.03.2020.

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(e) With regard to para 6(A) and 6(B) of the SEBI Circular CIR/CFD/CMD1/114/2019 dated October

18, 2019, as informed by the management, all the Statutory Auditor(s) for FY 2020-21 have been

appointed in the listed entity by the C&AG office. Further, there was no case of resignation by any

of these Auditors appointed by C&AG for the Company and/ or its Material Subsidiaries.

For Ashu Gupta & Co.

Company Secretaries

Place: New Delhi

Date: 29.06.2021 co

UDIN: F004123C000541616

GUPti

CP No. 6646 NEW DELHI

SEC$

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(Prop.)

FCS No.: 4123

CP No.: 6646

Note: In view of situation emerging due to COVID-19 pandemic and travel restrictions, we

could not veri.fy physical records, document and papers etc., therefore we relied on the

information provided by the company in electronic mode.