Indian Oil Corporation Limited 3rd Integrated Annual Report 61st Annual Report 2019-20

About the Report

INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE TO THE
MEMBERS OF INDIAN OIL CORPORATION LIMITED
1. We have examined the compliance of conditions of Corporate Governance by Indian Oil Corporation Limited (“the
Company”) for the year ended March 31, 2020, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2)
Other Matters and Restrictions on use
10. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
11. The certificate is addressed and provided to the members of the Company solely for the purpose of complying with the
requirement of the SEBI LODR, and it should not be used by any other person or for any other purpose. Accordingly, we

Chairman’s Desk
and part C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report

From the
Requirements) Regulations, 2015 as amended (“SEBI LODR“) and the guidelines on Corporate Governance for Central is shown or into whose hands it may come without our prior consent in writing.
Public Sector Enterprises, as enunciated by the Department of Public Enterprises (DPE).

Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including
the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes

About IndianOil
the design, implementation and maintenance of internal control relevant to the preparation and presentation of the
Corporate Governance Report.
For G.S. MATHUR & CO. For K.C. MEHTA & CO. For SINGHI & CO. For V. SINGHI & ASSOCIATES
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants
the conditions of Corporate Governance as stipulated in the SEBI LODR, issued by the Securities and Exchange Board Firm Regn. No. 008744N Firm Regn. No. 106237W Firm Regn. No. 302049E Firm Regn. No. 311017E
of India as well as guidelines issued by the DPE.

Description of Capitals
Auditor’s Responsibility
Sd/- Sd/- Sd/- Sd/-
4. We have conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on (Rajiv Kumar Wadhawan) (Vishal P. Doshi) (Shrenik Mehta) (Aniruddha Sengupta)
‘Reports or Certificates for Special Purposes’ and the Guidance Note on ‘Certification of Corporate Governance’, both Partner Partner Partner Partner
M. No. 091007 M. No. 101533 M. No. 063769 M. No. 051371
issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on ‘Reports or Certificates for
UDIN:20091007AAAABJ4033 UDIN: 20101533AAAACN1843 UDIN: 20063769AAAABA2932 UDIN: 20051371AAAABG4289
Special Purposes’ requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI. New Delhi Vadodara Kolkata Kolkata
5. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control

Board of Directors, etc.

for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related
Services Engagements. Date: July 24, 2020
6. The procedure selected depends on the auditor’s judgement, including the assessment of the risks associated in
compliance of the Corporate Governance Report with the applicable criteria.
7. The procedures include but is not limited to verification of secretarial records and financial information of the Company.
We have obtained necessary representations and declarations from directors including independent directors of the
Company.

Directors’ Report
8. The procedures also include examining evidence supporting the particulars in the Corporate Governance Report on
a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of
expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the
Company taken as a whole.
Opinion

Discussion & Analysis

Management’s
9. In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has, in all material respects, complied with the conditions of Corporate Governance as stipulated in regulations
17 to 27, clauses (b) to (i) of regulation 46 (2) and part C and D of Schedule V to the SEBI LODR for the year ended March
31, 2020 as well as guidelines issued by the DPE except for the following:
a. Regulation 17(1)(a) of the SEBI LODR with regard to appointment of Independent woman director for the period April 01,
2019 to November 05, 2019.

Responsibility Report
b. Regulation 17(1)(b) of the SEBI LODR with regard to the composition of the Board of Directors comprising of at least 50%

Business
Independent Directors during the period April 01, 2019 to November 05, 2019 and December 02, 2019 to March 31, 2020.
c. In view of exemption provided to Government Companies, vide notification dated June 05, 2015 issued by Ministry of
Corporate Affairs, from complying with the provision of section 134(3)(p) of the Companies Act 2013, the Company has
not complied with regulation 17(10) of the SEBI LODR, which requires performance evaluation of Independent Directors
by the entire Board of Directors and regulation 25(4) of the SEBI LODR, which requires review of performance of Non-

Corporate Governance
Independent Directors, the Board of Directors as a whole and the Chairperson of the Company by the Independent

Report on
Directors.

Financial Statements
144 Report on Corporate Governance Report on Corporate Governance 145