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Corporate Governance Report (Q3) 2023-24

Corporate Governance Report December 2023

General Information About Company
Scrip Code500104
NSE Symbol HINDPETRO
MSEI Symbol NOT LISTED
ISIN INE094A01015
Name of the Entity HINDUSTAN PETROLEUM CORPORATION LIMITED
Date of Start of Financial Year 01-04-2023
Date of End of Financial Year 31-03-2024
Reporting Quarter Quarterly
Date of Report 31-12-2023
Risk Management Committee Applicable
Market Capitalisation as per Immediate Previous Financial Year Top 500 Listed Entities

Annexure-I

Annexure-I to be Submitted by Listed Entity on Quarterly Basis

I. Composition of Board of Directors
Disclosure of Notes on Composition of Board of Directors Explanatory Textual Information (1)
Whether the Listed Entity has a Regular Chairperson Yes
Whether Chairperson is Related to MD or CEO No
Sr. No. Title (Mr. / Ms.) Name of the Director PAN DIN Category 1 of Directors Category 2 of Directors Category 3 of Directors Date of Birth
1 Mr. Pushp Kumar Joshi ABLPJ5685L 05323634 Executive Director Chairperson CEO 08-08-1964
2 Mr. Rajneesh Narang AAWPN7446B 08188549 Executive Director Not Applicable   14-05-1966
3 Mr. S Bharathan AOYPS7219F 09561481 Executive Director Not Applicable   06-05-1968
4 Mr. Amit Garg ABZPG6393G 08515246 Executive Director Not Applicable   02-03-1967
5 Mr. Suresh K Shetty AAZPS9164N 09760899 Executive Director Not Applicable   07-07-1968
6 Mr. Pankaj Kumar AENPK0522N 09252235 Non-Executive - Nominee Director Not Applicable   30-06-1966
7 Ms. Vimla Pradhan AGPPP1690L 09398793 Non-Executive - Independent Director Not Applicable   19-03-1957
8 Mr. Bechan Lal AARPL3220G 09397116 Non-Executive - Independent Director Not Applicable   07-06-1957
9 Mr. Vivekananda Biswal ACMPB0523D 00977767 Non-Executive - Independent Director Not Applicable   19-03-1961
10 Mr. Ramdarshan Singh Pal OVLPS9455R 09400298 Non-Executive - Independent Director Not Applicable   01-06-1963
11 Mr. Nagaraja Bhalki ATQPB1003R 09451587 Non-Executive - Independent Director Not Applicable   28-07-1979
12 Ms. Sujata Sharma BNDPS7049Q 07775238 Non-Executive - Nominee Director Not Applicable   15-07-1976
13 Mr. K S Narendiran MZPPS7675P 10070865 Non-Executive - Independent Director Not Applicable   10-10-1962

I. Composition of Board of Directors

Disqualification of Directors under Section 164 of the Companies Act, 2013
Sr. No. Whether the Director is Disqualified? Start Date of Disqualification End Date of Disqualification Details of Disqualification Current Status
1 No       Active
2 No       Active
3 No       Active
4 No       Active
5 No       Active
6 No       Active
7 No       Active
8 No       Active
9 No       Active
10 No       Active
11 No       Active
12 No       Active
13 No       Active

I. Composition of Board of Directors
Sr. No. Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No. of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No. of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No. of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
1 NA   01-08-2012       1 0 0 0    
2 NA   22-03-2022       1 0 5 4    
3 NA   01-10-2022       2 0 1 0    
4 NA   27-12-2022       1 0 0 0    
5 NA   01-05-2023       1 0 1 0    
6 NA   22-06-2022       2 0 1 0    
7 NA   16-11-2021 16-11-2021   25.5 1 1 0 0    
8 NA   16-11-2021 16-11-2021   25.5 1 1 1 1    
9 NA   16-11-2021 16-11-2021   25.5 1 1 2 0    
10 NA   16-11-2021 16-11-2021   25.5 1 1 1 0    
11 NA   30-12-2021 30-12-2021   24 1 1 1 1    
12 NA   27-12-2022       1 0 0 0    
13 NA   15-03-2023 15-03-2023   9.5 1 1 0 0    

Textual Information (1)

During Q-3 of FY 23-24, the Board comprises of thirteen Directors as under:

Five-Executive Directors including C&MD,

Two Government Nominee Directors, and

Six-Non-Executive Independent Directors.

The requirement of 50% of the Board as Independent was short by the appointment of One Director, and the matter was taken up with the appropriate ministry for appointment.

Annexure-I

II. Composition of Committees
Disclosure of Notes on Composition of Committees Explanatory Textual Information(1)

Annexure-I
Textual Information(1)
Audit Committee

Bechan Lal-Chairman Effective 15-07-2022

Rajneesh Narang - ED&CFO - Permanent Invitee
N&RC

Vimla Pradhan - Chairman Effective 15-07-2022

Suresh K Shetty - Permanent Invitee (Director - HR) Effective 01-05-2023


SRC

Nagaraja Bhalki - Chairman Effective 15-07-2022
RMC

Pushp Kumar Joshi - Chairman Effective 08-05-2022
CSR

Ramdarshan Singh Pal - Chairman Effective 15-07-2022

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes  
Sr. No. DIN Number Name of Committee Members Category 1 of Directors Category 2 of Directors Date of Appointment Date of Cessation Remarks
1 09397116 Bechan Lal Non-Executive - Independent Director Chairperson 30-11-2021    
2 00977767 Vivekananda Biswal Non-Executive - Independent Director Member 30-11-2021    
3 09400298 Ramdarshan Singh Pal Non-Executive - Independent Director Member 15-07-2022    

Nomination and Remuneration Committee
Whether the Nomination and Remuneration Committee has a Regular Chairperson Yes  
Sr. No. DIN Number Name of Committee Members Category 1 of Directors Category 2 of Directors Date of Appointment Date of Cessation Remarks
1 09398793 Vimla Pradhan Non-Executive - Independent Director Chairperson 30-11-2021    
2 09400298 Ramdarshan Singh Pal Non-Executive - Independent Director Member 30-11-2021    
3 09451587 Nagaraja Bhalki Non-Executive - Independent Director Member 15-07-2022    
4 10070865 K S Narendiran Non-Executive - Independent Director Member 26-06-2023    

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes  
Sr. No. DIN Number Name of Committee Members Category 1 of Directors Category 2 of Directors Date of Appointment Date of Cessation Remarks
1 09451587 Nagaraja Bhalki Non-Executive - Independent Director Chairperson 19-05-2022    
2 00977767 Vivekananda Biswal Non-Executive - Independent Director Member 15-07-2022    
3 08188549 Rajneesh Narang Executive Director Member 22-03-2022    

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes  
Sr. No. DIN Number Name of Committee Members Category 1 of Directors Category 2 of Directors Date of Appointment Date of Cessation Remarks
1 05323634 Pushp Kumar Joshi Executive Director Chairperson 01-08-2012    
2 09397116 Bechan Lal Non-Executive - Independent Director Member 19-05-2022    
3 09398793 Vimla Pradhan Non-Executive - Independent Director Member 15-07-2022    
4 10070865 K S Narendiran Non-Executive - Independent Director Member 26-06-2022    
5 08188549 Rajneesh Narang Executive Director Member 22-03-2022    
6 09561481 S Bharathan Executive Director Member 01-10-2022    
7 08515246 Amit Garg Executive Director Member 27-12-2022    
8 09760899 Suresh K Shetty Executive Director Member 01-05-2023    

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson Yes  
Sr. No. DIN Number Name of Committee Members Category 1 of Directors Category 2 of Directors Date of Appointment Date of Cessation Remarks
1 09400298 Ramdarshan Singh Pal Non-Executive - Independent Director Chairperson 19-05-2022    
2 09398793 Vimla Pradhan Non-Executive - Independent Director Member 19-05-2022    
3 09397116 Bechan Lal Non-Executive - Independent Director Member 15-07-2022    
4 09561481 S Bharathan Executive Director Member 01-10-2022    
5 08515246 Amit Garg Executive Director Member 27-12-2022    
6 09760899 Suresh K Shetty Executive Director Member 01-05-2023    

Other Committee
Sr. No. DIN Number Name of Committee Members Name of other Committee Category 1 of Directors Category 2 of Directors Remarks
1 00977767 Vivekananda Biswal Investment Committee Non-Executive - Independent Director Chairperson  
2 09451587 Nagaraja Bhalki Investment Committee Non-Executive - Independent Director Member  
3 10070865 K S Narendiran Investment Committee Non-Executive - Independent Director Member  
4 08188549 Rajneesh Narang Investment Committee Executive Director Member  

Annexure-i

Annexure-i

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory  
Sr. No. Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 18-07-2023       Yes 13 13 6
2 02-08-2023   14   Yes 13 13 6
3   06-11-2023 95   Yes 13 13 6
4   12-12-2023 35   Yes 13 13 6

Annexure-I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory  
Sr. No. Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reason for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Nomination and Remuneration Committee 06-11-2023       Yes 4 4 4 0
2 Audit Committee 19-07-2023       Yes 3 3 3 0
3 Audit Committee 01-08-2023 12     Yes 3 3 3 0
4 Audit Committee 06-11-2023 96     Yes 3 3 3 0
5 Audit Committee 27-12-2023 50     Yes 3 3 3 0
6 Risk Management Committee 29-11-2023       Yes 8 7 3 0

Annexure 1

IV. Meeting of Committees
Sr. No. Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reason for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
7 Corporate Social Responsibility Committee 18-07-2023       Yes 6 6 3 0
8 Corporate Social Responsibility Committee 18-09-2023 61     Yes 6 4 3 0
9 Corporate Social Responsibility Committee 29-09-2023 10     Yes 6 6 3 0
10 Corporate Social Responsibility Committee 16-12-2023 77     Yes 6 6 3 0
11 Other Committee 02-08-2023   Investment Committee   Yes 4 4 3 0
12 Other Committee 30-10-2023 88 Investment Committee   Yes 4 4 3 0
13 Other Committee 02-11-2023 2 Investment Committee   Yes 4 4 3 0
14 Other Committee 27-12-2023 54 Investment Committee   Yes 4 4 3 0

Annexure-I

V. Related Party Transactions
Sr. No. Subject Compliance Status (Yes/No/NA) If Status is “No” Details of Non-compliance May be Given here.
1 Whether prior approval of audit committee obtained Yes  
2 Whether shareholder approval obtained for material RPT Yes  
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes  
Disclosure of notes on related party transactions Textual Information(1)

Textual Information(1)
RPT entered into pursuant to omnibus approval during April to December 2023 would be reviewed by Audit Committee in their ensuing meeting.

Annexure-I

VI. Affirmations
Sr. No. Subject Compliance Status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 No
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here: Textual Information(1)

Annexure-I
Sr. No. Subject Compliance Status
1 Name of Signatory V Murali
2 Designation Company Secretary and Compliance Officer

Textual Information(1)

W.e.f 1st May 2023, after the appointment of Director (HR), HPCL has 5 executive directors, 2 nominee directors, and 6 independent directors.

HPCL, being a Government Company, the appointment of all Directors is made as per nomination from the Government of India. Accordingly, HPCL has requested the Government of India from time to time for the nomination of one Independent Director.

Details of Cyber Security Incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No

Signatory Details
Name of Signatory V Murali
Designation of Person Company Secretary and Compliance Officer
Place Mumbai
Date 15-01-2024