CORPORATE GOVERNANCE REPORT
Company’s Philosophy on Code of Governance
HPCL believes in good Corporate Governance practices, ethics, fairness, professionalism and accountability to enhance stakeholder’s value and interest on sustainable basis and to build an environment of trust and confidence of its stakeholders. At HPCL, Corporate Governance is to follow a systematic processes, policies, rules, regulations and laws by which companies are directed, controlled and administered by the management in meeting the stakeholder’s aspirations and societal expectations.
HPCL lays special emphasis on conducting its affairs within the framework of policies, internal and external regulations, in a transparent manner. Being a Government Company its activities are subject to review by several external authorities like the Comptroller & Auditor General of India (CAG), the Central Vigilance Commission (CVC), and Parliamentary Committees etc.
Keeping in view the above philosophy, the Corporate Governance at HPCL is based on the following main key principles & practices:-
• Proper composition of the Board of Directors, size, varied experience and commitment to discharge their responsibilities
• Well developed internal control, systems and processes, risk management and financial reporting
• Full adherence and compliance of laws, rules & regulations
• Timely and balanced disclosures of all material information on operational and financial matter to the stakeholders
• Clearly defined management’s Performance and accountability measurement standards.
• To enhance accuracy and transparency in business operations, performance, risk and financial position.
In compliance with Clause 49 of the Listing Agreement executed with Stock Exchanges as mandated by Securities and Exchange
Board of India (SEBI) guidelines on statutory disclosure as well as notification on Corporate Governance for Public Sector
Enterprises, issued by the Department of Public Enterprises (DPE), the Corporate Governance disclosures are as under
1. BOARD OF DIRECTORS
1.1 Composition of Board of Directors as on 31.03.2015
Three Non-Executive Independent Directors viz. S/Shri G.K. Pillai, A.C. Mahajan & Dr. G. Raghuram have ceased to be Directors of HPCL effective 08.04.2015 on completion of their tenure of 03 years. The matter regarding appointment of requisite number of Independent Director has been taken up with the Government and appointments are awaited.
Shri Sandeep Poundrik, was appointed as Additional Director & Part-Time Ex-Officio Director on the Board of HPCL effective 16.10.2014 in place of Shri R.K. Singh, who has ceased to be Part-Time Ex-Officio Director effective 15.10.2014.
Dr. S.C. Khuntia, Part-Time Ex-Officio Director, has ceased to be Director of HPCL effective 15.06.2015, on ceasing to be an official of Administrative Ministry i.e. Ministry of Petroleum and Natural Gas (MOP&NG).
1.4 PROFILES OF DIRECTORS:
Ms. Nishi Vasudeva : (DIN 03016991)
Smt. Nishi Vasudeva has been appointed as the Chairman and Managing Director of Hindustan Petroleum Corporation Ltd effective March 01, 2014. Prior to this, she was Director (Marketing) of HPCL. She holds Post Graduate Diploma in Business Management from Indian Institute of Management, Kolkata. She commenced her career in the Petroleum Industry with Engineers India Limited. She has a wide exposure to the Petroleum Industry spanning over 34 years in various streams like Marketing, Corporate, Strategy & Planning, and Information System etc. Prior to take over as Director (Marketing) HPCL,
Smt. Nishi Vasudeva was the Executive Director-Marketing Co-ordination.
Shri Pushp Kumar Joshi : (DIN05323634)
Shri Pushp Kumar Joshi took charge as Director – HR effective August 01, 2012. Prior to this, he was holding key portfolios in Human Resources function viz. Executive Director – HRD and Head – HR of Marketing Division.
A Bachelor of Law and an alumnus of XLRI, Jamshedpur, Shri Pushp Kumar Joshi joined HPCL in 1986. Since then he has held various key positions in Human Resources and Industrial Relations functions in HQO, Marketing and Refineries divisions of HPCL.
As Director-HR, Shri Joshi is presently responsible for overseeing the design and deployment of key Human Resource policies and strategies while leading Human Resources practices that are employee oriented and aim at building high performance culture. He is also responsible for providing key outlook to the management on strategic HR plans, employee development, labour relations apart from others.
Spearheading HR practices with strong business focus and contemporary approaches, few hallmarks of his innovation and leadership have been Project Akshay – the leadership development programme, Productivity Improvement Initiatives, Introduction of Internal Customer care by leveraging IT Platform, Conceptualization and Rollout of Technical & Behavioral training programs, Business Process Reengineering exercise, Implementation of JDE (HR), Introduction of Health Management System, HR Green Credit and pioneering & driving numerous other HR initiatives.
Shri K.V. Rao: (DIN05340626)
Mr. K V Rao took charge as Director (Finance) effective June 01, 2013. Prior to his taking over as Director (Finance), Mr. K V Rao was Executive Director- Corporate Finance of HPCL for 5 years.
A member of the Institute of Chartered Accountants of India (ICAI), Mr. Rao brings with him rich experience of over 3 decades in handling various challenging assignments in HPCL in the fields of Corporate Finance, Treasury Management, Internal Audit and Marketing & Refinery Finance.
Mr. Rao has expertise in various areas in Financial Management, and is credited with effective treasury management in raising External Commercial Borrowing, Debentures, and various other types of financial instruments at very competitive interest rates as compared with the Industry.
He has various academic distinctions to his credit, which includes being a rank holder in CA and B.Com examination. He has also been actively participating in various seminars and workshops, both at national and international levels.
Shri B.K. Namdeo: (DIN06620620)
Mr. B.K. Namdeo took charge as Director – Refineries, HPCL effective July 01, 2013.
Prior to his, Mr. Namdeo was heading the International Trade & Supplies SBU as Executive Director and was responsible for managing the crude oil procurement & product evacuation for HPCL’s two coastal refineries with a combined refining capacity of over 17 million metric tons per annum. The job also entailed handling of Ship Chartering requirements along with Refinery planning and scheduling and related commercial activities.
A Mechanical Engineer and a Master of Technology from IIT Powai, Mumbai, Shri Namdeo has over 32 years of experience in various functions and has held key positions in Central Engineering (Refinery Projects), Operations, Projects and Maintenance Departments of the Refineries.
Intelligent refinery production strategy to ensure profitability, vision from operational excellence and capacity expansion of refineries at Mumbai and Vizag with bottom up gradation facilities meeting EV and EVI fuel specifications are the task ahead.
Shri Y.K. Gawali: (DIN05294482) (From 10.10.2014)
Mr. Y K Gawali took charge as Director - Marketing of Hindustan Petroleum Corporation Ltd. effective October 10, 2014.
Prior to this, he was the Executive Director - LPG of HPCL. He is also on the Boards of GIGL and GITL. A graduate in Civil Engineering, Mr. Y K Gawali has over 32 years of experience in Operations, Engineering & Projects, Logistics, Terminals, and LPG.
During his tenure as ED - LPG, he has been responsible for improving Marketing performance, customer focus and satisfaction and enhancing the brand image of HP Gas. He had been instrumental in implementing the key initiatives of capping of subsidized cylinders, Direct Transfer of cash subsidy and weeding out multiple LPG connections in the market.
In his earlier assignment as Executive Director - O&D he was responsible for strengthening and augmenting the Distribution infrastructure for HPCL, including pipelines, Terminals/depots besides optimizing the supply chain management, across the complete value chain.
Mr. Y K Gawali represents HPCL in the ‘World LPG Forum’. He has been faculty / guest speaker at several international conferences. He has been a key member of numerous Committees viz. Core Petroleum Industry Committee for formulating the post APM LPG policies and pricing, Joint Implementation Committee constituted by MOPNG for time bound implementation of M.B.Lal Committee recommendations and committee for formulation of various standards of Oil Industry etc.
Shri Sandeep Poundrik : (DIN01865958) (From 16.10.2014)
Shri Sandeep Poundrik was appointed as Additional Director & as Part-Time Ex-Officio Director on the HPCL Board effective 16.10.2014.
Shri Sandeep Poundrik, a graduate (Electrical Engineering) and IAS Bihar Cadre 1983 and is currently Joint Secretary (Refineries) in Ministry of Petroleum and Natural Gas (MOP& NG)
Dr. S.C. Khuntia : (DIN053449772) (Upto 15.06.2015)
Dr Subhash Chandra Khuntia was appointed as a Part-Time Ex-Officio Director on the HPCL Board effective 03.08.2012.
Dr. Subhash Chandra Khuntia (IAS Karnataka cadre 1981) is a post-Graduate in Physics, Computer Science, Economics, Sociology and Doctorate in Economics. Before joining Petroleum Ministry as Additional Secretary & Financial Advisor, he was Principal to the Govt. of Karnataka.
Dr. Khuntia has handled various key assignments including District administration, Land revenue management, Rural development, Urban Development and Finance in the Karnataka State Government as well as in the Ministries of Agriculture, Finance and Human Resource Development in the Central Government
Shri Rajesh Kumar Singh: (DIN05193269) (Upto 15.10.2014)
Mr. Rajesh Kumar Singh was appointed as a Part Time Director on the HPCL Board effective June 26, 2013
Mr. R K Singh (IAS Kerala cadre 1989) is B.A. (Economics) from Delhi University. He joined the Ministry of Petroleum and Natural Gas effective 10th June, 2013, as Joint Secretary (Refineries). He has over 20 years of experience working with the State Government of Kerala as well as Government of India in Delhi in a variety of assignments.
Mr. Singh has previously served the Government of Kerala as Assistant Collector - Palakkad, Addl. Director – Department of Tourism, Under Secretary – Ministry of Finance & Company Affairs, Department of Economic Affairs, Collector - Malappuram
District, Dy.Secretary-Ministry of Urban Development and Poverty Alleviation, Commissioner of the Delhi Development
Authority, Secretary - Local self- Government and Secretary - Ports including assignments such as Under Secretary - Ministry of Finance, Dy. Secretary - Ministry of Urban Development, and Joint Secretary – Ministry of Information and Broadcasting, Government of India.
Dr. Gitesh K. Shah: (DIN02330569)
Dr. Gitesh K. Shah a Scientist turned Management Expert has been appointed as an Independent Director on the Board of HPCL for a period of three years from February 26, 2013.
Ahmedabad based Dr. Gitesh K. Shah, former Chairman of the Gujarat Alkalies & Chemicals Limited did his M.Sc. Ph.D., D.Sc in Organic Chemistry. The world known London based Royal Society of Chemistry honoured Dr. Shah with Chartered
Scientist, Chartered Chemist and Fellow of the Royal Society of Chemistry (C.Sci., C.Chem., F.R.S.C.). He is also member of the prestigious Dr. Vikram Sarabhai Award Committee. Dr. Gitesh K. Shah noted Technocrat-Cum-Management Expert has rich experience of 20 years in the field of Petrochemical, Chem-informatics, Bio-informatics and Nano-Technology. He has to his credit 18 research papers in renowned international journals in the field of Chemistry and Nano-Technology. He is Chairman of Harita Projects Private Limited, company engaged in Infrastructure Projects and Nano-Molecules
Shri G.K. Pillai: (DIN02340756) (Up to 08.04.2015)
Shri G K Pillai a retired IAS officer. He joined Indian Administrative Service in the year 1972 and belongs to Kerala Cadre.
Shri Pillai has done his M.Sc., at IIT, Chennai.
He started his career as a Sub-Collector, Quilon and worked in diverse fields of Revenue Administration and was District Collector, Quilon. He was also Deputy Secretary, Labour, Special Officer for Cashew Industry, Special Secretary, Industries.
Later he become Secretary, Health and Family Welfare during 1993-96. He also served as Principal Secretary to the Chief Minister of Kerala during the period 2001-04.
In the Government of India he held the positions of Under Secretary/Deputy Secretary in Ministry of Defence and also served as Director/Joint Secretary in the Department of Surface Transport. Later he served in the Ministry of Home Affairs as Joint Secretary (North East) from 1996 to 2001. In 2004 he joined Ministry of Commerce and Industry as Additional Secretary,
Department of Commerce, Special Secretary, and Commerce and then elevated to the rank of Secretary, Department of Commerce in the year 2006. He served as Secretary, Department of Commerce from 2006 to June 2009. During this period he actively participated in negotiations for comprehensive economic co-operation agreements with Singapore, ASEAN,
Japan, South Korea. He played key role in the enactment of the SEZ Act 2005 and was Chairman of the Board of approvals for SEZ during 2005 to 2009.
He has represented State and Central Government delegations to USA, EU, Argentina, Japan, Canada etc., He was appointed as Union Home Secretary in June 2009 and retired from Government service in June 2011.
Shri G K Pillai besides Director in HPCL is also Chairman of the Board of Ivy Cap Ventures Advisors Pvt Ltd, a venture capital company sponsored by the IIT Alumni Association
Shri A.C. Mahajan: (DIN00041661) (Upto 08.04.2015)
Mr. Avinash Chander Mahajan, a career Banker, has done M.Sc., (Honours School in Chemistry) in 1972, and thereafter joined Bank of India as an Officer in 1972 and after spending 38 years in the Banking Sector in different positions in various
Public Sector Banks in India and abroad, he superannuated in August 2010.
He held various top position in Bank of India viz., as in charge of “Integrated Treasury” of the Bank; and then as General
Manager In-Charge of Credit Department ; as General Manager Risk Management Department as well as Chief Executive, Japan branches. He had also worked in Kenya for five years as in charge of Nairobi (Kenya) branch.
He was appointed as an Executive Director of Bank of Baroda in 2005 before joining Allahabad Bank and later on Canara Bank as Chairman and Managing Director. He had also held various positions in IBA Committees besides being Deputy Chairman of IBA and Member of the Managing Committee of IBA.
Presently besides being on the Board of various companies including Hindustan Petroleum Corporation Limited, Shri Mahajan is a Chairman of Governing Council of Banking Codes and Standards Board of India (BCSBI), an independent watch dog of banking industry which is tasked with duty of ensuring that Banks provide to the customers services in transparent manner.
Dr. G. Raghuram: (DIN01099026) (Upto 08.04.2015)
Dr. Raghuram has done his graduation from the Indian Institute of Technology (IIT), Madras, MBA from IIM, Ahmedabad and PhD from Northwestern University, USA.
Dr. Raghuram is a professor in the Indian Institute of Management (IIM), Ahmedabad. His specialization is in infrastructure and transportation systems, and supply chain and logistics management. His research, consultancy, case studies and publications focus includes railways, ports and shipping, air and road sector, service organizations and issues in logistics and supply chain management. He has taught at Northwestern University and Tulane University, USA. He has been a visiting faculty at various universities in USA, Canada, Yugoslavia, Tanzania, UAE, Singapore and several institutions in India. He has co-authored four books and published over 70 papers. He was the President of Operational Research Society of India (1999-2000). He is a Fellow of the Operational Research Society of India (ORSI) and Chartered Institute of Logistics and Transport (CILT), UK.
He also holds Directorships in Alcock Ashdown (Gujarat) Ltd., Arshiya International Ltd., DARCL Logistics Limited, India Infrastructure Finance Company (IIFC) Ltd., Adani Ports and Special Economic Zone Ltd. and Take Solutions Ltd., He is also holding Directorships in VidyaVardhini Education Foundation.
He is currently a member of the Steering Committee on Transport Sector for the formulation of the Twelfth Five Year Plan (2012-17) and Member of the Expert Group for Modernization of Indian Railways. He is also the Chairman of various committees connected with Ministries related to Transportation and the Planning Commission.
Shri Rohit Khanna: (DIN00004072) (Upto 05.09.2014)
Shri Rohit Khanna joined HPCL Board as an Independent Director effective September 27, 2014 He is a Commerce Graduate from Delhi University, besides being a Fellow Member of the The Institute of Chartered Accountants of India. He has ceased to be Director of the Corporation effective September 05, 2014.
As provided under Schedule IV of the Companies Act, 2013 and also as per clause 49 IIB (6) of the Listing Agreement, separate meeting of Independent Directors was held.. The Corporation is also nominating Independent Directors to the Familiarization Program and other Corporate Program from time to time.. Being a Government Company, the appointment of all Directors including Independent Directors and their performance evaluation is being done by the Government of India.
2. REMUNERATION OF DIRECTORS:
• HPCL being a Government Company, the remuneration payable to its whole-time directors is approved by the
Government and advices received through the Administrative Ministry, viz., Ministry of Petroleum & Natural Gas.
• The non-official part–time Directors are paid Sitting Fees for Board Meetings and Sub Committee Meetings of the
Board attended by them.
• HPCL does not have a policy of paying commission on profits to any of the Directors of the Company.
• The remuneration payable to officers below Board level is also approved by the Government of India.
None of the Non-Executive Directors of HPCL are holding any HPCL Shares.
3. CODE OF CONDUCT:
In compliance with the terms of clause 49 of the Listing Agreement with Stock Exchanges, “Code of conduct for Board Members and Senior Management Personnel of Hindustan Petroleum Corporation Limited” has been devised and made effective 1.1.2006. The purpose of this Code is to enhance further ethical and transparent process in managing the affairs of the company. This Code has been made applicable to
a) All Whole-Time Directors
b) All Non-Whole Time Directors including independent Directors under the provisions of law and
c) Senior Management Personnel.
This code would be read in conjunction with the Conduct, Discipline & Appeal Rules for Officers applicable to Whole time
Directors and Senior Management Personnel.
All the Board Members and Senior Management Personnel have provided the Annual Compliance Certificate duly signed by them as on March 31, 2015.
4. BOARD SUB-COMMITTEES:
A. Audit Committee
The terms of reference of the Audit Committee are as provided under the Companies Act, 2013, Listing Agreements and other applicable regulations.
The scope of the Audit Committee includes the following:
• The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
• Review and monitor the auditor’s independence and performance and effectiveness of audit process.
• Examination of the financial statement and the auditors’ report thereon.
• Approval or any subsequent modification of transactions of the company with related parties.
• Scrutiny of inter-corporate loans and investments.
•Valuation of undertakings or assets of the company, wherever it is necessary.
• Monitoring the end use of funds raised through public offers and related matters.
The Listing Agreement provides for following role of Audit Committee:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Additionally, under DPE Guidelines on CG, apart from above, role of Audit Committee includes the following:
1. To review the follow up action on the audit observations of the C&AG audit.
2. To review the follow up action taken on the recommendations of Committee on Public Undertaking (COPU) of the Parliament.
3. Review all related party transactions in the company. For this purpose, Audit Committee may designate a member who shall be responsible for reviewing related party transactions.
4. Review with Independent Auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of all audit resources.
5. Consider and review the following with the Independent Auditor and the Management:
- The adequacy of internal controls including computerized information system controls and security and
- Related findings and recommendations of the Independent Auditor and Internal Auditor, together with the management process.
6. Consider and review the following with the management, internal auditor and the Independent Auditor:
- Significant findings during the year, including the status of previous audit recommendations.
- Any difficulties encountered during audit Work including any restrictions on the scope of activities or access to required information.
7. Carry out any other function as is mentioned in the terms of the reference of Audit Committee.
b) Review of information by Audit Committee (Clause 49 III E)
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
Since the remuneration of the Whole-Time Functional Directors is fixed by the Government of India, HPCL did not feel the need for a separate Remuneration Committee in view of the fact that the Company is a Government Company as per Section 2 (45) of the Companies Act, 2013.
However, having regard to the aspects covering wage revisions / other benefits to the Officers arising from time to time, the Board has renamed the Committee on HR Policies as HR Policies / Remuneration Committee.
The details of Remuneration paid to all the Functional Directors are given below:
• The remuneration of the Whole Time Functional Directors include basic salary, allowances and perquisites as determined by the Government of India. Moreover, they are entitled to provident fund and superannuation contributions as per the rules of the Company.
C. Stakeholders’ Relationship Committee:
The Board has constituted a “Stakeholders’ Relationship Committee” comprising of Non-Executive & Whole Time Directors to specifically look into the redressal of grievances of shareholders, debenture holders, and other security holders. The Composition of Stakeholders Relationship Committee as on 31.03.2015 was as follows
E. Corporate Social Responsibility (CSR) & Sustainability Development Committee (SD) :
The Corporation has constituted “CSR & Sustainability Development Committee” for periodic review, discussion and guidance on various CSR initiatives and Sustainability Development Initiatives and measures. This Committee comprises of One Non-Executive Independent Directors, as Member and Three Whole Time Directors (as permanent invitees).
The terms of reference of CSR Committee are as follows:-
(a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII.
(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause a and
(c) Monitor the Corporate Social Responsibility Policy of the company from time to time.
5. DIRECTORS’ SHAREHOLDING:
None of the non-officio and ex-officio Directors of the Corporation are holding any shares in the Corporation.
6. RIGHT TO INFORMATION ACT 2005:
The Right to Information Act, 2005(RTI) became effective 12th October, 2005, is being complied with by HPCL. HPCL has hosted detailed information in its WEB portal “www.hindustanpetroleum.com”, and update the same from time to time.
Officers across the country, representing different Departments, have been appointed as Public Information Officers and Appellate Authorities to deal with the queries received from the Indian Citizens under RTI.
7. INTEGRITY PACT:
The Corporation has introduced “Integrity Pact” (IP) to enhance ethics / transparency in the process of awarding contracts. An MoU has been signed with “Transparency International” on July 13, 2007. This was made applicable in the Corporation effective September 01, 2007 for contracts above r 1 crore. The Integrity Pact has now become a part of tender documents to be signed by the Company and by the vendor(s) / bidder(s).
8. SHARES DEPARTMENT ACTIVITIES:
The Shares Department of HPCL is first among the shares department of other oil companies accredited ISO 9001:2008 certification in March 2009 from International Certification Services agency accredited by joint accreditation system of Australia and New Zealand. The Certificate of Compliance was issued for 3 years from March 2009 to March 2012. The agency after review and satisfaction of the quality of services provided to Shareholders renewed the Certificate for a further period of three years from March 2012 to March 2015. The Agency M/s. ICS Pvt. Ltd. has once again re-certified the Shares Department of HPCL for further period of 3 years from March 2015 to March 2018 certifying that Share Department is complying with International Standard of ISO 9001:2008 requirements.
Shares Department monitors the activities of R&T Agents M/s. Link Intime India Pvt. Ltd., and looks into the issues of shareholders like; Share Transfers, Demat, Remat, Duplicate, Transmission and other important matters which are approved by the Share Transfer Committee. The Share Department carries various activities in-house like; Transmission, Dividend Reconciliation, Statutory Compliances, Shareholders grievances etc.
Presently, HPCL has around 92,476 shareholders as on 31.03.2015. The Corporation regularly interacts with the shareholders through e-mails, letters during AGM, Investors’ Meets, wherein the activities of the Corporation, its performance and its future plans are shared with the Shareholders.
The Company has been taking appropriate steps to ensure that Shareholder queries are given top priority and all references / representations are resolved at the earliest.
The Company Secretary of the Corporation is the Compliance Officer in terms of the requirements of Stock Exchanges.
The quarterly results are published in English and Vernacular newspapers. The Financial and other details are also posted on the Company’s website viz. www.hindustanpetroleum.com.
9. During the year 2014-15, there were no material transactions with Directors or their relatives having potential conflict with the interests of the Company at large.
11.1 As required under the Listing Agreement, the Corporation has formulated a Policy on Materiality of Related Party Transaction and the same is hosted on the website of the company and can be accessed with the following link http:// www.hindustanpetroleum.com/Policies. All the related party transactions entered during the financial year 2014-15 were approved after finalisation of the related party transaction policy of industry basis, by the Audit Committee/board.
11.2 There have been no instances of non-compliance by the Company or penalties or strictures imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority, on any matter relating to capital markets during the last 3 years.
11.3 The Corporation has a Whistle-Blower Policy in place and no personnel have been denied access to the Audit Committee. This policy is hosted on the website of the company www.hindustanpetroleum.com
11.4 The Corporation is complying with the various mandatory and non-mandatory Corporate Governance requirements envisaged under Clause 49 of the Listing Agreement with the Stock Exchanges and the DPE guidelines on Corporate Governance. With regard to appointment of required number of Independent Directors, the Corporation has already taken up the same with its Administrative Ministry i.e. Ministry of Petroleum & Natural Gas, New Delhi.
11.5 Risk Management Committee
HPCL has constituted a “Risk Management Committee” is already in place at HPCL which reviews the Risk Assessment and minimization procedure.
11.6 HPCL has complied with the applicable provisions of clause 49 V of the Listing Agreement with respect to its subsidiaries.
12. MEANS OF COMMUNICATION:
Timely disclosure of consistent, relevant and reliable information on corporate financial performance is at the core of good governance. Towards this end, major steps taken are as under:
i. Quarterly Financial results
The quarterly unaudited financial / audited financial results of the Company are announced within the time limits prescribed by the listing agreement. The results are published in leading business/regional newspapers like Economic
Times, Times of India, Financial Express, Indian Express, Loksatta, Maharashtra Times etc. and were also sent to the Shareholders through E-Mails who have registered their e-mails for e-communication.
The Company’s Corporate Website www.hindustanpetroleum.com provides separate sections for investors where relevant information for shareholders is available. It also provides comprehensive information on HPCL’s Portfolio of businesses, including sustainability initiatives comprising CSR activities, HSE performance etc.
iii. News releases
Official News Releases, are hosted on Company’s website: www.hindustanpetroleum.com
iv. Annual Report
Annual Report for 2014-15 is circulated to shareholders and other members entitled thereto. The Management Discussion & Analysis Report is part of the Annual Report.
v. Green Initiative of MCA :
In order to ensure timely and quick receipt of information and the benefits associated with electronic receipt of Corporate Benefits and in line with Green Initiative measures introduced by the Ministry of Corporate Affairs in 2011 and also in line with the provisions contained in the New Companies Act, 2013 and the rules made thereunder,
HPCL has been sending thru e-mail all the shareholders related documents or Corporate Benefits including dividend in electronic mode. However, an option is also given to the shareholders to receive documents in physical form.
Shareholders, who have not presently registered their E-Mails address and have not provided their banks details for E-Payment, but wish to receive documents in Electronic Mode and E-Payment of Corporate Benefits, were advised to registered their E-Mail addresses and Bank Details either with the Depository Participants or with HPCL’s R&T Agents depending upon their type of holding.
vi. General Shareholders Information :
General Shareholder Information has been incorporated below and form a part of Annual Report.
13. GENERAL SHAREHOLDER INFORMATION:
13.1 63rd Annual General Meeting
Date and Time : September 10, 2015 at 11.00 A.M.
Venue : Y.B. Chavan Auditorium, Yashwantrao Chavan Pratishthan, Gen. Jagannathrao Bhonsle Marg, Mumbai – 400 021.
13.2 Financial Calendar
Financial reporting for Quarter ending 30/06/15 – End July / Mid-August 2015
Financial reporting for Quarter ending 30/09/15 – End October / Mid November 2015
Financial reporting for Quarter ending 31/12/15 – End January / Mid February 2016
Financial reporting for Quarter ending 31/03/16 – End May 2016
Annual General Meeting for year ending 31/03/2016 – August / September 2016
13.3 Dates of Book Closure : September 04, 2015 to September 10, 2015 (both days inclusive)
13.4 Dividend payment date : September 14, 2015 (tentative)
13.5 Listing on Stock Exchanges as of 31.03.2015
13.6 Listing fees : Listing fees for nancial year 2015-16 have been paid to the Stock Exchanges in April 2015
13.7 Stock Codes :
BSE : 500104
NSE : HINDPETRO
ISIN (for trading in Demat form) : INE094A01015
13.9 Registrars and Transfer Agents : M/s. Link Intime India Pvt.Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400 078 Telephone No. (022) 25963838 Fax No. (022) 25966969 E-mail: firstname.lastname@example.org
13.10 Share Transfer System
Activities relating to Share Transfers are carried out by M/s. Link Intime India Pvt.Ltd. who are the Registrars and Transfer Agents of the Company, who have arrangements with the Depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited. The transfers are approved by the Share Transfer Committee. Share transfers are registered and Share Certificates are despatched within stipulated period from the date of receipt if the documents are correct and valid in all respect.
The number of shares transferred during the last two financial years:
2014-15 : 19300 Shares
2013-14 : 18375 Shares
13.11 Dematerialisation of shares and liquidity:
The total number of shares dematerialised as on 31.03.2015 is 33,68,41,666 representing 99.47% of Issued and Subscribed share capital including shares held by the Government of India. Trading in Equity shares of the Company is permitted only in dematerialised form, w.e.f., February 15, 1999 as per notification issued by the Securities and Exchange Board of India.
13.12 Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity:
There are no outstanding Warrants to be converted into Equity shares.
Detachable Tradeable Warrants issued alongwith public issue shares in April 1995 were converted into equity shares during the period February 1997 - April 1997. The said Warrant certificates were not called back by the Company and bear no value.
13.13 Plant Locations:
The Corporation has 2 Refineries located at Mumbai and Visakh. It has 100 Regional offices, 36 Terminals/ Tap off Points, 91 Depots, 45 LPG Bottling Plants, 13233 Retail outlets, 35 ASFs, 1638 SKO / LDO Dealers and 3952 LPG Distributors located all over the country.
13.14 Address for correspondence
Registrars and Transfer Agents:
M/s. Link Intime India Pvt. Ltd. Unit: HINDUSTAN PETROLEUM CORPN. LTD C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West), Mumbai - 400 078 Telephone No.: 022 – 25963838 Fax No.: 022 – 25946969 E-mail:email@example.com
Company’s Shares Department:
HINDUSTAN PETROLEUM CORPN. LTD. Shares Department 2nd Floor, Petroleum House, 17, Jamshedji Tata Road, Churchgate, Mumbai - 400 020 Telephone No.: 022 - 22863204 /3201/3233/3239/3208 Fax No.: 022-22874552/22841573 E-mail: firstname.lastname@example.org