Accordingly below are the requirements of Code of Corporate Governance 2012

Accordingly below are the requirements of code of

This preview shows page 24 - 25 out of 121 pages.

made in the statement of compliance, notwithstanding anything contained in the statement. Accordingly, below are the requirements of Code of Corporate Governance, 2012 applicable for listed companies for which parallel provisions do not exist in Public Sector Companies (Corporate Governance) Rules, 2013. 1. All the members of the BOM are registered as taxpayers and none of them has defaulted in payment of any loan to a banking company, a DFI or an NBFI or, being a member of a stock exchange, has been declared as a defaulter by that stock exchange. 2. All the powers of the BOM have been duly exercised and decisions on material transactions have been taken by the BOM except for appointment and determination of remuneration and terms and conditions of employment of the MD which is the function of the Federal Government under section 6(1) & (3) of the Marketing of Petroleum Products (Federal Control) Act, 1974 (refer note 1 below). Therefore, the requirement of the Code that BOM should approve the appointment and remuneration of the MD has not been considered applicable to the extent of overriding provisions of the Marketing of Petroleum Products (Federal Control) Act, 1974. 3. Out of total nine meetings of BOM held during the year, one meeting was chaired by the Chairman (who was appointed as Chairman on February 19, 2014). However, the remaining meetings were chaired by the Board member who was unanimously elected by the BOM to chair the Board meeting. The Board met at least once in every quarter. 4. Training programme were not arranged during the year for the members of BOM (including the Managing Director). However, the management is in process of arranging training programme for the members of BOM in due course. 5. The meetings of the audit committee were held at least once every quarter prior to approval of interim and nal results of the company and as required by the CCG. The terms of reference of the committee have been formed and advised to the committee for compliance. 6. The statutory auditors of the Company have con rmed that they have been given a satisfactory rating under the quality control review program of the ICAP, that they or any of the partners of the rm, their spouses and minor children do not hold shares of the Company. 7. The ‘closed period’, prior to the announcement of interim/ nal results, and business decisions, which may materially a ect the market price of Company’s securities, was determined and intimated to directors, employees and stock exchange(s). 8. Material/price sensitive information has been disseminated among all market participants at once through stock exchanges. 9. The Company has complied with the corporate and nancial reporting requirements of the Code of Corporate Governance, 2012 to the extent applicable in the light of the Marketing of Petroleum Products (Federal Control) Act, 1974. 10. We con rm that all other material principles enshrined in the Code of Corporate Governance 2012 have been complied with.
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