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Corporate Governance Report (Q2) 2022-23

Corporate Governance Report September 2022

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 01-04-2022
Date of end of financial year 31-03-2023
Reporting Quarter Half Yearly
Date of Report 30-09-2022
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 related to Promoter No Disqualification of Directors under section 164 of the Companies Act, 2013  
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status 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 (Refer Regulation 17A(1) of Listing Regulations 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 Mr Pushp Kumar Joshi ABLPJ5685L 05323634 Executive Director Chairperson MD 08-08-1964 No       Active NA   01-08-2012       1 0 0 0    
2 Mr Vinod S Shenoy AAKPS6670G 07632981 Executive Director Not Applicable   09-09-1962 No       Active NA   01-11-2016       2 0 3 1    
3 Mr Rajneesh Narang AAWPN7446B 08188549 Executive Director Not Applicable   14-05-1966 No       Active NA   22-03-2022       1 0 5 3    
4 Mr Sunil Kumar AICPK9927E 08467559 Non-Executive - Nominee Director Not Applicable   16-08-1970 No       Active NA   30-05-2019       2 0 0 0    

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status 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 (Refer Regulation 17A(1) of Listing Regulations 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
5 Mr Pankaj Kumar AENPK0522N 09252235 Non-Executive - Nominee Director Not Applicable   30-06-1966 No       Active NA   22-06-2022       2 0 0 0    
6 Ms Vimla Pradhan AGPPP1690L 09398793 Non-Executive - Independent Director Not Applicable   19-03-1957 No       Active NA   16-11-2021 16-11-2021   11 1 1 0 0    
7 Mr Bechan Lal AARPL3220G 09397116 Non-Executive - Independent Director Not Applicable   07-06-1957 No       Active NA   16-11-2021 16-11-2021   11 1 1 1 1    
8 Mr Vivekananda Biswal ACMPB0523D 00977767 Non-Executive - Independent Director Not Applicable   19-03-1961 No       Active NA   16-11-2021 16-11-2021   11 1 1 2 0    

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status 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 (Refer Regulation 17A(1) of Listing Regulations 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
9 Mr Ramdarshan Singh Pal OVLPS9455R 09400298 Non-Executive - Independent Director Not Applicable   01-06-1963 No       Active NA   16-11-2021 16-11-2021   11 1 1 1 0    
10 Mr Nagaraja Bhalki ATQPB1003R 09451587 Non-Executive - Independent Director Not Applicable   28-07-1979 No       Active NA   30-12-2021 30-12-2021   9 1 1 1 1    
11 Mr G Rajendran Pillai AMQPG8946D 08510332 Non-Executive - Independent Director Not Applicable   03-05-1960 No       Active NA   15-07-2019 15-07-2019 15-07-2022 36 1 1 2 2    

Text Block
Textual Information(1)
1. Shri Vinod S. Shenoy superannauted from the services of the Company on September 30, 2022 and therefore, ceased to be Director of the Company effective October 01, 2022.
2. Shri G. Rajendran Pillai, ceased to be Independent Director of the Company effective July 15, 2022 on completion of tenure of 3 years on July 14, 2022.
3. The Details of Chairmanship includes Chairmanship of Audit Committee/Stakeholders Relationship Committee held in both Listed/Unlisted Companies.

Annexure 1

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

Annexure 1 Text Block
Textual Information(1)
Audit Committee:
1. Shri Bechan Lal, was appointed as Chairperson effective 15-07-2022.
2. Shri Ramdarshan Singh Pal was inducted as Member effective 15-07-2022.
3. Shri G Rajendran Pillai has ceased to be Chairperson of the Committee effective 15-07-2022, as he ceased to be Independent Director of the Company on completion of tenure of 3 years on 14-07-2022.
 
Nomination and Remuneration Committee:
1. Smt. Vimla Pradhan was appointed as Chairperson effective 15-07-2022.
2. Dr. Nagaraja Bhalki was inducted as Member effective 15-07-2022.
3. Shri G Rajendran Pillai has ceased to be Chairperson of the Committee effective 15-07-2022, as he ceased to be Independent Director of the Company on completion of tenure of 3 years on 14-07-2022.
 
Stakeholders Relationship Committee:
1. Dr. Nagaraja Bhalki, was appointed as Chairperson effective 15-07-2022.
2. Shri Vinod S.  Shenoy has ceased to Member of the Committee effective 01-10-2022 as he ceased to be Director of the Company on attaining the age of superannuation on 30-09-2022.
3. Shri Vivekananda Biswal was inducted as Member effective 15-07-2022
4. Shri G Rajendran Pillai has ceased to be Chairperson of the Committee effective 15-07-2022, as he ceased to be Independent Director of the Company on completion of tenure of 3 years on 14-07-2022.
 
Risk Management Committee:
1. Shri Pushp Kumar Joshi was become Chairperson of the Committee effective 08-05-2022.
2. Smt.  Vimla Pradhan was inducted as Member effective 15-07-2022.
3. Shri G. Rajendran Pillai has ceased to be Member of the Committee effective 15-07-2022, as he ceased to be Independent Director of the Company on completion of tenure of 3 years on 14-07-2022.
 
CSR and SD Development Committee:
1. Shri Ramdarshan Singh Pal, Member was appointed as Chairperson effective 15-077-2022.
2. Shri Bechal Lal was inducted as Member effective 15-07-2022.
3. Shri Vinod S.  Shenoy has ceased to Member of the Committee effective 01-10-2022 as he ceased to be Director of the Company on attaining the age of superannuation on 30-09-2022
4. Shri Puhsp Kumar Joshi is holding additional charge of Director (Marketing), being additional charge of Director (Marketing), he is a Member of the Committee.
5. Shri Rajneesh Narang is holding additional charge of Director (HR), being additional cahrge of Director (HR), he is a Member of the Committee. 
 
Investment Committee:
Shri G Rajendran Pillai has ceased to be Member of the Committee effective 15-07-2022, as he ceased to be Independent Director of the Company on completion of tenure of 3 years on 14-07-2022.
 

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes  
Sr 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    
4 08510332 G Rajendran Pillai Non-Executive - Independent Director Chairperson 01-10-2020 15-07-2022  

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes  
Sr 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 08510332 G Rajendran Pillai Non-Executive - Independent Director Chairperson 08-01-2020 15-07-2022  

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes  
Sr 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 07632981 Vinod S Shenoy Executive Director Member 19-05-2022    
3 08188549 Rajneesh Narang Executive Director Member 22-03-2022    
4 00977767 Vivekananda Biswal Non-Executive - Independent Director Member 15-07-2022    
5 08510332 G Rajendran Pillai Non-Executive - Independent Director Chairperson 08-01-2020 15-07-2022  

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes  
Sr 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 07632981 Vinod S Shenoy Executive Director Member 01-11-2016    
3 08188549 Rajneesh Narang Executive Director Member 22-03-2022    
4 08510332 G Rajendran Pillai Non-Executive - Independent Director Member 20-05-2021 15-07-2022  
5 09397116 Bechan Lal Non-Executive - Independent Director Member 19-05-2022    
6 09398793 Vimla Pradhan Non-Executive - Independent Director Member 15-07-2022    

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson    
Sr 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 07632981 Vinod S Shenoy Executive Director Member 01-11-2016    
3 09398793 Vimla Pradhan Non-Executive - Independent Director Member 19-05-2022    
4 08510332 G Rajendran Pillai Non-Executive - Independent Director Chairperson 01-10-2020 15-07-2022  
5 05323634 Pushp Kumar Joshi Executive Director Member 01-04-2022    
6 08188549 Rajneesh Narang Executive Director Member 08-05-2022    
7 09397116 Bechan Lal Non-Executive - Independent Director Member 15-07-2022    

Other Committee
Sr 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 08188549 Rajneesh Narang Investment Committee Executive Director Member  
4 08510332 G Rajendran Pillai Investment Committee Non-Executive - Independent Director Member  

Annexure 1

Annexure 1

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory  
Sr 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 25-04-2022       Yes 11 11 6
2 08-05-2022   12   Yes 10 10 6
3 19-05-2022   10   Yes 10 10 6
4 29-06-2022   40   Yes 11 11 6
5   06-08-2022 37   Yes 10 10 5
6   28-09-2022 52   Yes 10 9 5

Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory  
Sr 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 as on date of the meeting Number of Directors (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 24-04-2022       Yes 3 3 3 0
2 Audit Committee 19-05-2022 24     Yes 3 3 3 0
3 Audit Committee 11-07-2022 52     Yes 3 3 3 0
4 Audit Committee 06-08-2022 25     Yes 3 3 3 0
5 Corporate Social Responsibility Committee 21-06-2022       Yes 6 5 3 0
6 Corporate Social Responsibility Committee 11-07-2022 19     Yes 6 5 3 0

Annexure 1

IV. Meeting of Committees
Sr 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 as on date of the meeting Number of Directors (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 28-09-2022 78     Yes 6 5 3 0
8 Risk Management Committee 29-06-2022       Yes 5 5 2 1
9 Nomination and remuneration committee 21-06-2022       Yes 3 3 3 0
10 Stakeholders Relationship Committee 11-07-2022 19     Yes 4 4 2 0
11 Other Committee 24-04-2022   Investment Committee   Yes 4 4 3 0
12 Other Committee 28-06-2022 64 Investment Committee   Yes 4 4 3 0

Annexure 1

V. Related Party Transactions
Sr 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 Q2 2022-23 would be reviewed by Audit Committee in their ensuing Meeting.

Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
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

Annexure 1
Sr Subject Compliance status
1 Name of signatory V Murali
2 Designation Company Secretary and Compliance Officer

Text Block

Annexure III

III. Affirmations
Sr 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 Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C of Schedule V Yes  
Any other information to be provided  

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

Additional Half yearly Disclosure
Applicability of disclosure Applicable  
Reason for Non Applicability Textual Information(1)  

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to  
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months  
Promoter or any other entity controlled by them 0 0  
Promoter Group or any other entity controlled by them 0 0  
Directors (including relatives) or any other entity controlled by them 0 0  
KMPs or any other entity controlled by them 0 0  

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0
(D) Additional Information Textual Information(2)

II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. Yes Textual Information(3)
Name Rajneesh Narang    
Designation CFO    
Place Mumbai    
Date 18-10-2022    

Signatory Details
Name of signatory V Murali
Designation of person Company Secretary and Compliance Officer
Place Mumbai
Date 18-10-2022