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Corporate Governance Report (Q3) - Integrated Governance

Corporate Governance Report (Q3) - Integrated Governance

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 Type Quarterly
Date of Quarter Ending 31-12-2024
Type of Company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes  
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes  
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No During the October-December 2024, there was no acquisition of shares or Voting Rights in Unlisted Companies by HPCL, in line with Annexure I (Part C) of the SEBI Circular dated December 31, 2024.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? Yes  
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No During the quarter there was no material update on ongoing Tax Litigations or Disputes applicable to the entity
Risk Management Committee Applicable
Market Capitalisation as per immediate previous Financial Year Top 500 Listed Entities
Is SCORE ID Available ? Yes
SCORE Registration ID H00112
Reason For No SCORE ID Not Applicable
Type of Submission Original
Remarks (Website Dissemination)  
Remarks for Exchange (not for Website Dissemination)  

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. 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) & reg. 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      


Text Block
Textual Information(1) The Board comprises Seven Directors - 4 ED, 2 Govt. Nominee, 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 Director on the Board of is being pursued continuously with Central Government.

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 Member 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 15-07-2022 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  
2 10070865 K S Narendiran Investment Committee Non-Executive - Independent Director Member  
3 09451587 Nagaraja Bhalki Investment Committee Non-Executive - Independent Director Chairperson  
4 08188549 Rajneesh Narang Investment Committee Executive Director Member  

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 39 Investment Committee   Yes 4 4 3 0
10 Other Committee 11-09-2024 13 Investment Committee   Yes 4 3 3 0
11 Other Committee 25-09-2024 13 Investment Committee   Yes 4 3 3 0
12 Other Committee 10-12-2024 75 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. 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 Subject Compliance status
1 Name of signatory V Murali
2 Designation Company Secretary and Compliance Officer



Text Block
Textual Information(1) During the quarter October-December 2024, Mr. Bechan Lal, Mr. Vivekananda Biswal, Mr. Ramdarshan Singh Pal, Ms. Vimala Pradhan, Independent Directors ceased to be the Directors of the Company w.e.f. 15-11-2024 and Mr. Nagaraja Bhalki, Independent Director ceased to be the Director of the Company w.e.f. 29-12-2024, due to the completion of their respective tenure and non-appointment of required number of IDs including Independent Woman Director by the Government, the Company was unable to meet the Board composition as well as Committee composition as required as per SEBI LODR from November 16, 2014 onwards. HPCL Board presently consist only one ID and being Government Company, the nomination and appointment of Directors is done by the Government of India. HPCL has regularly communicated with the Government regarding the nomination of Independent Directors. The Board reconstituted the Committees on January 7, 2025.

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

Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 4
No. of investor complaints received during the Quarter 28
No. of investor complaints disposed off during the Quarter 31
No. of investor complaints those remaining unresolved at the end of the Quarter 1

Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty Textual Information(1)
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1 National Stock Exchange of India Limited and BSE Limited Communication of fine levied for non-compliance with regulation 17 (1) of SEBI LODR, 2015 21-11-2024 Fine levied by National Stock Exchange of India Limited and BSE Limited during October-December 2024 for not having required number of Independent Directors on the Board for the quarter ended September, 2024. Rs.3,59,900 incl. GST each from National Stock Exchange of India Limited and BSE Limited.

Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: Text Block
Textual Information(1) As the Company is a Government entity, the appointment of the requisite number of Independent Directors rests with the Central Government and is beyond the Companys control. In light of this, a request has been made to both Stock Exchanges to waive the fine imposed for not having the required number of Independent Directors including woman ID on the Board.