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Corporate Governance Report (Q2) 2023-24

Corporate Governance Report September 2023

General Information About Company
Scrip Code 500104
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 Half Yearly
Date of Report 30-09-2023
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  
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 MD 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   22.5 1 1 0 0    
8 NA   16-11-2021 16-11-2021   22.5 1 1 1 1    
9 NA   16-11-2021 16-11-2021   22.5 1 1 2 0    
10 NA   16-11-2021 16-11-2021   22.5 1 1 1 0    
11 NA   30-12-2021 30-12-2021   21 1 1 1 1    
12 NA   27-12-2022       1 0 0 0    
13 NA   15-03-2023 15-03-2023   6.5 1 1 0 0    

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

Annexure-I
Textual Information (1) Audit

Bechan Lal (Chairman) eff. 15.07.2022

Rajneesh Narang-ED&CFO-permanent invitee

N&RC

Vimla Pradhan (Chairman) eff. 15.07.2022

Suresh K Shetty-permanent invitee (Director-HR) eff. 01.05.2023

SRC

Nagaraja Bhalki (Chairman) eff. 15.07.2022

RMC

Pushp Kumar Joshi (Chairman) eff. 08.05.2022

CSR

Ramdarshan Singh Pal (Chairman) eff. 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   Textual Information (1)
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    

Textual Information (1)
Shri Bechan Lal, Independent Director was appointed as Chairman effective 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   Textual Information (1)
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    

Textual Information (1) Ms. Vimla Pradhan, Non-Executive Independent Director was appointed as Chairman Effective 15.07.2022.

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   Textual Information(1)
2 00977767 Vivekananda Biswal Non-Executive - Independent Director Member 15-07-2022    
3 08188549 Rajneesh Narang Executive Director Member 22-03-2022    

Textual Information (1) Shri Nagaraja Bhalki, Non-Executive Independent Director was Appointed as Chairman Effective 15.07.2022.

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   Textual Information(1)
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 26-06-2023    
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    

Textual Information (1) Shri Pushp Kumar Joshi, Chairman and Managing Director was Appointed as Chairman of the Commiteee Effective 08.05.2022.

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   Textual Information(1)
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    

Textual Information(1) Shri Ramdarshan Singh Pal, Non-Executive Independent Director was Appointed as Chairman effective 15.07.2022.

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

Other Committee
Textual Information(1) Shri Vivekananda Biswal was Appointed as Chairman of the committee effective 31.01.2022.
Textual Information(2) Shri K S Narendiran, Non-executive Independent Director was appointed as member of the committee effective 26.06.2023.

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 01-05-2023       Yes 12 12 6
2 12-05-2023   10   Yes 13 12 6
3 26-06-2023   44   Yes 13 12 6
4   18-07-2023 21   Yes 13 13 6
5   02-08-2023 14   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 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 11-05-2023       Yes 3 3 3 0
2 Audit Committee 19-07-2023 68     Yes 3 3 3 0
3 Audit Committee 01-08-2023 12     Yes 3 3 3 0
4 Corporate Social Responsibility Committee 12-05-2023       Yes 6 6 3 0
5 Corporate Social Responsibility Committee 18-07-2023 66     Yes 6 6 3 0
6 Corporate Social Responsibility Committee 18-09-2023 61     Yes 6 4 3 0

Annexure-I
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 29-09-2023 10     Yes 6 6 3 0
8 Other Committee 12-05-2023   Investment Committee   Yes 3 3 2 0
9 Other Committee 02-08-2023 81 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 H1 of FY 2023-24 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)

As against requirement of 7 Independent Directors, HPCL has 6 Independent Directors on its Board. Being a Government Company, the appointment of Independent Director is taken up with the Ministry of Petroleum and Natural Gas from time to time.

Annexure-III
III. Affirmations
Sr. No. Particulars Regulation Number Compliance Status (Yes/No/NA) If Status is “No” Details of Non-compliance May be Given here.
1 Copy of the Annual Report Including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website 46(2) Yes  
2 Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d) Yes  
3 Presence of Chairperson of the nomination and remuneration committee at the annual general meeting 19(3) Yes  
4 Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting 20(3) Yes  
5 Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report 24A(1) Yes  
6 Submission of Annual Secretarial Compliance Report 24A(2) Yes  
7 Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C of Schedule V Yes  
6  

Annexure-III
1 Name of Signatory V Murali
2 Designation Company Secretary and Compliance Officer

Additional Half Yearly Disclosure
Applicability of Disclosure Not Applicable  
Reason for Non Applicability Textual Information (1)  

Textual Information (1)
No such transactions carried out during H-1 of 2023-24

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 17-10-2023