HINDUSTAN STEELWORKS CONSTRUCTION LIMITED

(A Government of India Undertaking)

Corporate

Hscl    
 

QUARTERLY COMPLIANCE REPORT UNDER PARA 8.3 OF DPE’S GUIDELINES ON

CORPORATE GOVERNANCE FOR CPSES

Name of CPSE                                    : HINDUSTAN STEELWORKS CONSTRUCTION  LTD.
Admission Ministry / Department    : MINISTRY OF STEEL
Whether listed or unlisted                 : UNLISTED
Quarter ending on                              :31.12.2012

Sl. No.

Activity

CG Guidelines Clause

Status of Compliance with the CG Guidelines (Yes/No/NA)

Remarks (reasons for non-compliance)

1

2

3

4

5

I.

Board of Directors

 

 

 

1.

Composition of Board

3.1

Yes

Present Composition of the Board of HSCL:
Full time official          -  2
Govt. Directors            -  1
Independent Director   -  1
Total  :                             4

2.

Non-official Directors

3.1

Yes

One no. of Independent Director is on Board of HSCL.

3.

Part-time Directors compensation and disclosure

3.2

Yes

Complied

4.

Number of Board meetings

3.3.1

Yes

Minimum one meeting is held every Quarter

5.

Review of compliance of laws

3.3.3

Yes

Compliance of various laws is placed as a separate agenda of Board meeting held on every quarter for review by Board member.

6.

Code of Conduct

3.4

Yes

Complied

7.

Risk management

3.6

Yes

Board adopted Risk Management Policy in HSCL in its 250th Meeting dtd.30.03.2010

8.

Training for new Board members

3.7

Yes

Complied

II.

Audit Committee

 

 

 

9.

Constitution of Audit Committee

4.1

Yes

Constituted as per the provisions of Companies Act 1956 and DPE Guidelines

10.

Audit Committee assigned due role

4.2

Yes

Audit Committee is assigned due role as per the provisions of Companies Act 1956 and DPE Guidelines.

11.

Audit Committee vested adequate powers

4.3

Yes

Audit Committee is assigned due powers as per the provisions of Companies Act 1956 and DPE Guidelines.

12.

Meetings of Audit Committee

4.4

Yes

Meeting of Members of Audit Committee is held on a quarterly basis as per the provisions od Companies Act 1956 and DPE Guidelines.

13.

Review of information by Audit Committee

4.5

Yes

-do-

III.

Remuneration Committee
 

 

 

 

14.

Constitution of Remuneration Committee

5.1

Yes

In compliance with the DPE Guidelines , Company constitutes Remuneration Committee in its 252nd Meeting held on 25.09.2010

IV.


Subsidiary Companies 
 

 

 

15.

Board of subsidiary companies

6.1

NA

--

16.

Review of financial statements of subsidiary by Audit Committee

6.2

NA

--

17.

Review of performance of subsidiary by Board

6.3

NA

--


V.


Disclosures 

 

 

 

18.

All relevant transactions being placed before Audit Committee

7.1

Yes

Complied

19.

Accounting Standard

7.2.1

Yes

Auditors’ Report certifies that the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

20.

Consolidated financial statements

7.2.3

Yes

AS 21 and AS 23 are not applicable for HSCL whereas AS 27 is being complied in the Annual Report.

21.

Segment-wise profit and loss statement

7.2.4

NA

HSCL has only one segment i.e., construction including fabrication. Disclosure of segment information is not applicable

22.

Proper risk assessment and risk minimization and internal risk management procedures laid down

7.3

Yes

Set vigilance and disciplinary procedures are in place for prevention and identification of fraud. The status is periodically intimated to the Board.

23.

Remuneration of Directors

7.4

Yes

Disclosed in the Annual Report under the Item Report on Corporate Governance

24.

Management Discussion and Analysis

6.5

Yes

Placed as an item in the Annual Report of the Company

25.

Disclosures by Senior management

7.5.2

Yes

Disclosure of interest of Board members is put up to the Board. Employees are barred as per the provisions of the service rules to have any personal interest conflicting with the interest of the Company.

VI.


Report and Compliance

 

 

 

26.

Report on Corporate Governance

8.1

Yes

Placed in the Annual Report of the Company

27.

Compliance Certificate

8.2.1

Yes

Complied

28.

Chairman’ speech in AGM and annual report

8.2.2

Yes

Included in the annual Report of the Company.

29.

Holding of AGM, Adoption of Audited Accounts and filing of adopted accounts with the Registrar of Companies within the stipulated time

 

Yes

Compliance is being ensured in holding AGM and adoption of Audited Accounts and filling of adopted accounts with the Registrar of Companies within stipulated time as per the provisions of Companies Act 1956.

30.

Timely Submission of Compliance Report

8.3

Yes

Complied


 
Date:   10.01.2013