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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 : [email protected]
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 : [email protected]
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.
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