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Bharat Petroleum’s Policy on Ethics

Bharat Petroleum’s Policy on Ethics

To know more about Bharat Petroleum’s Policy on Ethics, Company Policies, Legal Policies and more, please click the relevant links below –

Preservation Of Documents And Archival Policy
Policy For Determination Of Materiality Of Events Or Information
Whistle Blower Policy

The Company has adopted Whistle Blower Policy and implemented the same to ensure greater transparency in all aspects of the Corporation’s functioning.

The objective of the policy is to build and strengthen a culture of transparency and trust in the Corporation and to provide employees with a framework / procedure for responsible and secure reporting of improper activities (whistle blowing) and to protect employees wishing to raise a concern about improper activity / serious irregularities within the Corporation.

All employees of the Corporation are eligible to make ‘Protected Disclosures’. Protected disclosure will be appropriately dealt with by the Competent Authority. An employee desirous of making protected disclosures in respect of any of the improper activities as defined in the policy shall be required to address his communication to the Competent Authority. The Board has appointed the Chairman and Managing Director (C&MD) as Competent Authority for dealing with such disclosures.

The contact details of the Competent Authority are as under:

Shri. S.Varadarajan
Chairman & Managing Director
Bharat Petroleum Corporation Limited
Bharat Bhavan – I, 4 & 6, Currimbhoy Road
Ballard Estate, Mumbai -400001
Tel: 022-22713200

Notwithstanding the above, if the Complainant/Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Complainant/Whistle Blower, she/he may send the Complaint directly to the Audit Committee of the Board of Directors of the Corporation c/o the Company Secretary.

The Chairman
Audit Committee of the Board of Directors
C/o Shri. S V Kulkarni
Company Secretary,
Bharat Petroleum Corporation Limited
Bharat Bhavan – I, 4 & 6, Currimbhoy Road
Ballard Estate, Mumbai -400001
Tel: 022-22713440

Whistle Blower Policy Procedure & Guidelines are available in the Companies Intra-link for access to all employees.

Policy on Material Subsidiaries

1. Introduction


The Board of Directors (the “Board”) of Bharat Petroleum Corporation Limited (the “Company”) has adopted the following policy and procedures with regard to determination of Material Subsidiaries in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. This Policy will be applicable to the Company effective 1st October 2014. The Board may review and amend this policy from time to time if considered appropriate.

2. Policy Objective

To determine the Material Subsidiaries of Bharat Petroleum Corporation Limited and to provide the governance framework for its material subsidiaries in so far as it relates to requirements of clause 49 of listing agreement.

3. Definitions

“Policy” means Policy for Determining Material Subsidiaries.

"Material Non Listed Indian Subsidiary” shall mean an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

“Significant Transaction or Arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed 10% of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for the immediately preceding accounting year.

“Subsidiary” shall be as defined under the Companies Act, 2013 and the Rules made there under.

4. Policy

1. A subsidiary shall be considered as a Material Subsidiary:

a. if the Investment of the Company in the subsidiary, exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous financial year; or

b. if the subsidiary generated 20% of the consolidated income of the Company during the previous financial year

2. At least one Independent Director of the Company shall be a director on the Board of the Material Non-Listed Indian Subsidiary Company.

3. The Audit Committee of the Company shall review the financial statements, in particular, the investments made by the unlisted subsidiary Company on quarterly basis.

4. The minutes of the Board Meetings of the Unlisted Subsidiary Companies shall be placed at the Board Meeting of the Company on quarterly basis.

5. A statement of all Significant Transactions and Arrangements entered into by the unlisted subsidiary company shall be presented to the Board of Directors on a half yearly basis.

6. The list of subsidiaries and material non-listed Indian subsidiary together with the details of the materiality defined herein shall be presented to the Board of Directors annually.

5. Disposal of Shares / Assets in Material Subsidiary

The Company, without the prior approval of the members by Special Resolution, shall not:

a. dispose of shares in Material Subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50%; or cease the exercise of control over the subsidiary;

b. sell, dispose or lease the assets amounting to more than 20% of the assets of the material subsidiary

6. Disclosures

The Policy for determining material subsidiaries shall be disclosed to the Stock Exchanges and in the Annual Report of the Company.

Familiarisation programme for Independent Directors

The appointment of Independent Directors are formalized through a letter of appointment. This letter of appointment sets out the terms and conditions covering independent directors appointment which, inter alia, states role, duties and responsibilities, compliances under Company policies & disclosures etc.

The Company has adopted a policy for the training requirements of Board Members. BPCL nominates Part Time (Non-official) Directors for relevant training programmes / seminars conducted by reputed Institutions / Standing Conference of Public Enterprises (SCOPE) etc. Independent Directors are also extensively involved with process of co-creating the strategy and vision of the Company.

Besides, detailed presentation on the performance of respective Strategic Business Units (SBUs) along with risk mitigation measures are made by SBUs of the Company to Independent Directors periodically at the meetings

Details of Familiarization programmes held and other information

Code for fair disclosure of UPSI

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION IN BHARAT PETROLEUM CORPORATION LIMITED

1.0 INTRODUCTION

1.1 In terms of the SEBI (Prohibition of Insider Trading) Regulation 2015, to ensure principles set out there under, the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is formulated.

1.2 This Code shall be called ‘the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in Bharat Petroleum Corporation Limited (the Code or Code of Fair Disclosure of UPSI)’.

1.3 The Code has been approved by the Board of Directors at its meeting held on 13.05.2015 and the Code shall come into force with effect from 15.05.2015.

2.0 Disclosure of unpublished price sensitive information

2.1 The Company shall make prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.

2.2 All unpublished price sensitive information related to the Company shall be disclosed only by the members of the Board or the SBU/Entity Heads concerned. Any such information so disclosed shall be promptly provided to the Compliance Officer.

2.3 The Company shall disseminate the said information, for the benefit of investing public, to all the Stock Exchanges where the shares of the Company are listed.

2.4 The Company shall also ensure that information shared with Analysts/ other investor relations conferences etc. is posted on its website.

2.5 The Company shall ensure uniform and universal dissemination of unpublished price sensitive information to avoid selective disclosure and prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.

3.0 Chief Investor Relations Officer

Company Secretary has been designated as Chief Investor Relations Officer to deal with dissemination of information and disclosure of unpublished price sensitive information.

4.0 Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities

4.1 If the Company receives any query or request for verification of reports in the print/electronic media or market rumours from the Stock Exchanges, the Chief Investor Relations Officer shall seek clarifications on such items from the SBU/Entity Heads concerned.

4.2 The SBU/Entity Heads shall provide such clarifications without any delay to the Chief Investor Relations Officer with the approval of the functional Director/Chairman & Managing Director.

4.3 While the Company shall endeavor to clarify on all Price Sensitive matters published in the print / electronic media, the Chairman & Managing Director may also decide not to comment on any matter which is published without the knowledge / concern of the Company.

5.0 Sharing of public information with analysts/research personnel etc.

5.1Generally available information only shall be provided to the Analysts/Research personnel/large Investors/institutions etc. In case the information given to the Analysts/Research personnel/large Investors/institutions etc. was not made public earlier, the same should be simultaneously made public by information to the Stock Exchanges.

5.2 The Company will ensure that the information shared with analysts and research personnel is not unpublished price sensitive information.

5.3 The Company will ensure to post relevant information on its website after every meeting organized by the Company with the analysts and other investor relations conferences to ensure official confirmation and documentation of disclosures made.

6.0 Handling of all unpublished price sensitive information on a need-to-know basis

All information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

Related Party Transaction Policy
Code of Conduct for Board Members and Senior Management Personnel
Terms & Conditions of Appointment of Independent Directors