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Corporate Governance Report (Q3) 2024-25

Corporate Governance Report December 2024

General Information About Company
Scrip Code 500104
NSE Symbol HINDPETRO
MSEI Symbol NOTLISTED
ISIN INE094A01015
Name of the Entity HINDUSTAN PETROLEUM CORPORATION LIMITED
Date of Start of Financial Year 01-04-2024
Date of End of Financial Year 31-03-2025
Reporting Quarter Quarterly
Date of Report 31-12-2024
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 Yes
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. Rajneesh Narang   08188549 Executive Director Chairperson MD 14-05-1966
2 Mr. S Bharathan   09561481 Executive Director Not Applicable   06-05-1968
3 Mr. Amit Garg   08515246 Executive Director Not Applicable   02-03-1967
4 Mr. Suresh K Shetty   09760899 Executive Director Not Applicable   07-07-1968
5 Mr. Pankaj Kumar   09252235 Non-Executive - Nominee Director Not Applicable   30-06-1966
6 Mr. Vinod Seshan   07985959 Non-Executive - Nominee Director Not Applicable   18-05-1983
7 Ms. Vimla Pradhan   09398793 Non-Executive - Independent Director Not Applicable   19-03-1957
8 Mr. Bechan Lal   09397116 Non-Executive - Independent Director Not Applicable   07-06-1957
9 Mr. Vivekananda Biswal   00977767 Non-Executive - Independent Director Not Applicable   19-03-1961
10 Mr. Ramdarshan Singh Pal   09400298 Non-Executive - Independent Director Not Applicable   01-06-1963
11 Mr. Nagaraja Bhalki   09451587 Non-Executive - Independent Director Not Applicable   28-07-1979
12 Mr. K S Narendiran   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

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) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 NA   22-03-2022       1 0 3 3      
2 NA   01-10-2022       2 0 3 0      
3 NA   27-12-2022       1 0 1 0      
4 NA   01-05-2023       1 0 2 0      
5 NA   22-06-2022       3 0 3 2      
6 NA   13-05-2024       1 0 0 0      
7 NA   16-11-2021   15-11-2024 36 0 0 0 0 Tenure Completion    
8 NA   16-11-2021   15-11-2024 36 0 0 0 0 Tenure Completion    
9 NA   16-11-2021   15-11-2024 36 0 0 0 0 Tenure Completion    
10 NA   16-11-2021   15-11-2024 36 0 0 0 0 Tenure Completion    
11 NA   30-12-2021   29-12-2024 36 0 0 0 0 Tenure Completion    
12 NA   15-03-2023     21.5 1 1 1 0      

Textual Information(1)



The Present Board comprises seven Directors - 4 ED 2Govt. Dir, 1 ID



5 IDs completed their tenure on the Board including woman ID, The matter for appointment of requisite number of Independent Directors including Independent Woman Directors on the Board of is being pursued continuously with MoPNG

Annexure-1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory Textual Information(1)

Annexure-1
Textual Information(1)

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 13-11-2024  
2 00977767 Vivekananda Biswal Non-Executive - Independent Director Member 30-11-2021 13-11-2024  
3 09400298 Ramdarshan Singh Pal Non-Executive - Independent Director Member 15-07-2022 13-11-2024  
4 09451587 Nagaraja Bhalki Non-Executive - Independent Director Chairperson 14-11-2024 29-12-2024  
5 10070865 K S Narendiran Non-Executive - Independent Director Member 14-11-2024    
6 09561481 S Bharathan Executive Director Member 14-11-2024    

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 09451587 Nagaraja Bhalki Non-Executive - Independent Director Member 30-11-2021 29-12-2024  
2 09400298 Ramdarshan Singh Pal Non-Executive - Independent Director Member 30-11-2021 13-11-2024  
3 09398793 Vimla Pradhan Non-Executive - Independent Director Chairperson 30-11-2021 13-11-2024  
4 10070865 K S Narendiran Non-Executive - Independent Director Chairperson 26-06-2023    
5 09760899 Suresh K Shetty Executive Director Member 14-11-2024    

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 29-12-2024  
2 00977767 Vivekananda Biswal Non-Executive - Independent Director Member 15-07-2022 13-11-2024  
3 08188549 Rajneesh Narang Executive Director Member 22-03-2022 13-11-2024  
4 09760899 Suresh K Shetty Executive Director Member 14-11-2024    
5 08515246 Amit Garg Executive Director Member 14-11-2024    

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 09397116 Bechan Lal Non-Executive - Independent Director Chairperson 19-05-2022 13-11-2024  
2 09398793 Vimla Pradhan Non-Executive - Independent Director Member 15-07-2022 13-11-2024  
3 08188549 Rajneesh Narang Executive Director Chairperson 22-03-2022    
4 09760899 Suresh K Shetty Executive Director Member 01-05-2023    
5 08515246 Amit Garg Executive Director Member 27-12-2022    
6 09561481 S Bharathan Executive Director Member 01-10-2022    
7 10070865 K S Narendiran Non-Executive - Independent Director Member 26-06-2023    

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 10070865 K S Narendiran Non-Executive - Independent Director Chairperson 14-11-2024    
2 09561481 S Bharathan Executive Director Member 01-10-2022    
3 08515246 Amit Garg Executive Director Member 27-12-2022    
4 09760899 Suresh K Shetty Executive Director Member 01-05-2023    
5 09400298 Ramdarshan Singh Pal Non-Executive - Independent Director Member 19-05-2022 13-11-2024  
6 09398793 Vimla Pradhan Non-Executive - Independent Director Member 19-05-2022 13-11-2024  
7 09397116 Bechan Lal Non-Executive - Independent Director Member 19-07-2022 13-11-2024  

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 Textual Information(1)
2 10070865 K S Narendiran Investment Committee Non-Executive - Independent Director Member  
3 09451587 Nagaraja Bhalki Investment Committee Non-Executive - Independent Director Chairperson Textual Information(2)
4 08188549 Rajneesh Narang Investment Committee Executive Director Member  

Other Committee Text Block
Textual Information(1)

Shri Vivekananda Biswal ceases to be member of Investment Committee effective 13.11.2024
Textual Information(2)
Dr. Nagaraja Bhalki ceased to be Member effective 29-12-2024

Annexure-1

Annexure-1

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 11-09-2024       Yes 12 11 6
2   04-10-2024 22   Yes 12 11 6
3   25-10-2024 20   Yes 12 12 6
4   14-11-2024 19   Yes 12 12 6
5   16-12-2024 31   Yes 8 8 2

Annexure-1

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 Reson 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 Audit Committee 29-07-2024       Yes 3 3 3 0
2 Audit Committee 24-10-2024 86     Yes 3 3 3 0
3 Audit Committee 26-12-2024 62     Yes 3 3 2 0
4 Nomination and remuneration committee 18-09-2024       Yes 4 4 4 0
5 Nomination and remuneration committee 21-10-2024 32     Yes 4 4 4 0
6 Corporate Social Responsibility Committee 18-09-2024       Yes 6 6 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 Reson 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 10-12-2024 82     Yes 4 4 1 0
8 Other Committee 19-07-2024   Investment Committee   Yes 4 4 3 0
9 Other Committee 28-08-2024   Investment Committee   Yes 4 4 3 0
10 Other Committee 11-09-2024   Investment Committee   Yes 4 3 3 0
11 Other Committee 25-09-2024   Investment Committee   Yes 4 3 3 0
12 Other Committee 10-12-2024   Investment Committee   Yes 3 2 2 0
13 Risk Management Committee 09-05-2024       Yes 8 8 3 0
14 Risk Management Committee 08-11-2024 182     Yes 7 7 3 0
15 Stakeholders Relationship Committee 24-10-2024       Yes 3 2 2 0

Annexure-1

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)

Text Block
Textual Information(1)

RPT entered into pursuant to omnibus approval during Q 3 FY 2024-25 would be reviewed by Audit Committee in their ensuing meeting.

Annexure-1

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 No
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee No
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee No
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-1
Sr. No. Subject Compliance status
1 Name of signatory V Murali
2 Designation Company Secretary and Compliance Officer

Text Block
Textual Information(1)

5 IDs completed their tenure on the Board including woman ID, The matter for appointment of requisite number of IDs including Woman ID on the Board of is being pursued continuously with MoPNG

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
Number of cyber security incidence or breaches or loss of data event occurred during the quarter  
Sr. No. Date of the event Brief details of the event

Signatory Details
Name of signatory V Murali
Designation of person Company Secretary and Compliance Officer
Place Mumbai
Date 13-02-2025