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Corporate Governance Report (Q2) 2024-25

Corporate Governance Report September 2024

General Information About Company
Scrip Code500104
NSE SymbolHINDPETRO
MSEI SymbolNOTLISTED
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 Half Yearly
Date of Report 30-09-2024
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 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 Not Applicable MD 08-08-1964
2 Mr. Rajneesh Narang AAWPN7446B 08188549 Executive Director Chairperson MD 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 Mr. Vinod Seshan AZBPS3861M 07985959 Non-Executive - Nominee Director Not Applicable   18-05-1983
8 Ms. Vimla Pradhan AGPPP1690L 09398793 Non-Executive - Independent Director Not Applicable   19-03-1957
9 Mr. Bechan Lal AARPL3220G 09397116 Non-Executive - Independent Director Not Applicable   07-06-1957
10 Mr. Vivekananda Biswal ACMPB0523D 00977767 Non-Executive - Independent Director Not Applicable   19-03-1961
11 Mr. Ramdarshan Singh Pal OVLPS9455R 09400298 Non-Executive - Independent Director Not Applicable   01-06-1963
12 Mr. Nagaraja Bhalki ATQPB1003R 09451587 Non-Executive - Independent Director Not Applicable   28-07-1979
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 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) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 NA   01-08-2012   31-08-2024   0 0 0 0 Others    
2 NA   22-03-2022       1 0 4 3      
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       3 0 2 0      
7 NA   13-05-2024       1 0 0 0      
8 NA   16-11-2021 16-11-2021   34.5 1 1 0 0      
9 NA   16-11-2021 16-11-2021   34.5 1 1 1 1      
10 NA   16-11-2021 16-11-2021   34.5 1 1 2 0      
11 NA   16-11-2021 16-11-2021   34.5 1 1 1 0      
12 NA   30-12-2021 30-12-2021   30 1 1 1 1      
13 NA   15-03-2023 15-03-2023   18.5 1 1 0 0      

Text Block
Textual Information(1)

During Q-2 FY 24-25, Board comprises of 13 Directors up to 31-08-24

5-ED including C&MD, 2- Govt. Nominee Directors,

6- ID

The requirement of 50% of Board as Independent was complied with effective 01-09-24 on the superannuation of Shri Pushp Kumar Joshi-Catagory-Executive Director-CMD on 31-08-24.

Mr. Rajneesh Narang took Additional charge as CMD eff..01-09-24

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 -

Bechan Lal-Chairman eff. 15-07-22

Rajneesh Narang-ED (additional Charge - CMD), K Vinod-CFO -permanent invitee

N&RC -

Vimla Pradhan-Chairman eff. 15-07-22

Suresh K Shetty-permanent invitee(Dir-HR) eff. 01-05-23

SRC -

Nagaraja Bhalki-Chairman eff. 15-07-22

K Vinod-CFO -permanent invitee eff. 11-09-24

RMC -

Pushp Kumar Joshi-Chairman up to 31-08-24 and eff. 11-09-24 Rajneesh Narang - Chairman

CSR -

Ramdarshan Singh Pal-Chairman eff. 15-07-22.

Investment Committee

Mr. K Vinod - CFO will be permanant invitee eff. 11-09-24

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 31-08-2024  
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 Chairperson 22-03-2022   Textual Information(1)
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    

Sr. No. Text Block
Textual Information(1)
Rajneesh Narang- Chairman Effective 11-09-24

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-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 09-05-2024       Yes 13 12 6
2 19-06-2024   40   Yes 13 13 6
3   29-07-2024 39   Yes 13 13 6
4   28-08-2024 29   Yes 13 13 6
5   11-09-2024 13   Yes 12 12 6

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 27-04-2024       Yes 3 3 3 0
2 Audit Committee 08-05-2024 10     Yes 3 3 3 0
3 Audit Committee 07-06-2024 29     Yes 3 3 3 0
4 Audit Committee 29-07-2024 51     Yes 3 3 3 0
5 Corporate Social Responsibility Committee 08-05-2024       Yes 6 6 3 0
6 Corporate Social Responsibility Committee 12-06-2024 34     Yes 6 5 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 18-09-2024 97     Yes 6 6 3 0
8 Nomination and remuneration committee 24-05-2024       Yes 4 4 4 0
9 Nomination and remuneration committee 18-09-2024 116     Yes 4 4 4 0
10 Other Committee 08-05-2024   Investment Committee   Yes 4 4 3 0
11 Other Committee 08-06-2024 30 Investment Committee   Yes 4 4 3 0
12 Other Committee 12-06-2024 3 Investment Committee   Yes 4 4 3 0
13 Other Committee 19-07-2024 36 Investment Committee   Yes 4 4 3 0
14 Other Committee 28-08-2024 39 Investment Committee   Yes 4 4 3 0
15 Other Committee 11-09-2024 13 Investment Committee   Yes 4 3 3 0
16 Other Committee 25-09-2024 13 Investment Committee   Yes 4 3 3 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 Q2FY 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 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. No. Subject Compliance status
1 Name of signatory V.Murali
2 Designation Company Secretary and Compliance Officer

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 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 N.A. 0 0
Promoter Group or any other entity controlled by them N.A. 0 0
Directors (including relatives) or any other entity controlled by them N.A. 0 0
KMPs or any other entity controlled by them N.A. 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 N.A. 0 0
Promoter Group or any other entity controlled by them N.A. 0 0
Directors (including relatives) or any other entity controlled by them N.A. 0 0
KMPs or any other entity controlled by them N.A. 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 K Vinod    
Designation CFO    
Place Mumbai    
Date 18-10-2024    

Text Block
Textual Information(3)

In line with foot note 1(a), (b) and (d) of annexure IV of SEBI circular dtd. 31st May 2021 on Format of compliance report on Corporate Governance by Listed Entities, the above are not applicable to HPCL.

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 18-10-2024