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Sl. No.
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Activity
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CG Guidelines Clause
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Status of Compliance with the CG Guidelines (Yes/No/NA)
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Remarks (reasons for non-compliance)
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1
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2
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3
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4
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5
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I.
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Board of Directors |
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1.
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Composition of Board |
3.1
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Yes
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Present Composition of the Board of HSCL:
Full time official - 2
Govt. Directors - 1
Independent Director - 1
Total : 4 |
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2.
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Non-official Directors |
3.1
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Yes
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One no. of Independent Director is on Board of HSCL.
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3.
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Part-time Directors compensation and disclosure |
3.2
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Yes
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Complied
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4.
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Number of Board meetings |
3.3.1
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Yes
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Minimum one meeting is held every Quarter
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5.
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Review of compliance of laws |
3.3.3
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Yes
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Compliance of various laws is placed as a separate agenda of Board meeting held on every quarter for review by Board member. |
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6.
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Code of Conduct |
3.4
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Yes
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Complied
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7.
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Risk management |
3.6
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Yes
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Board adopted Risk Management Policy in HSCL in its 250th Meeting dtd.30.03.2010 |
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8.
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Training for new Board members |
3.7
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Yes
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Complied
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II.
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Audit Committee |
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9.
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Constitution of Audit Committee |
4.1
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Yes
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Constituted as per the provisions of Companies Act 1956 and DPE Guidelines |
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10.
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Audit Committee assigned due role |
4.2
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Yes
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Audit Committee is assigned due role as per the provisions of Companies Act 1956 and DPE Guidelines. |
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11.
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Audit Committee vested adequate powers |
4.3
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Yes
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Audit Committee is assigned due powers as per the provisions of Companies Act 1956 and DPE Guidelines. |
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12.
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Meetings of Audit Committee |
4.4
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Yes
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Meeting of Members of Audit Committee is held on a quarterly basis as per the provisions od Companies Act 1956 and DPE Guidelines. |
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13.
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Review of information by Audit Committee |
4.5
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Yes
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-do-
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III.
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Remuneration Committee
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14.
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Constitution of Remuneration Committee |
5.1
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Yes
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In compliance with the DPE Guidelines , Company constitutes Remuneration Committee in its 252nd Meeting held on 25.09.2010 |
IV.
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Subsidiary Companies |
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15.
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Board of subsidiary companies |
6.1
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NA
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--
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16.
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Review of financial statements of subsidiary by Audit Committee |
6.2
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NA
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--
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17.
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Review of performance of subsidiary by Board |
6.3
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NA
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--
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V.
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Disclosures |
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18.
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All relevant transactions being placed before Audit Committee |
7.1
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Yes
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Complied
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19.
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Accounting Standard |
7.2.1
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Yes
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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. |
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20.
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Consolidated financial statements |
7.2.3
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Yes
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AS 21 and AS 23 are not applicable for HSCL whereas AS 27 is being complied in the Annual Report. |
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21.
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Segment-wise profit and loss statement |
7.2.4
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NA
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HSCL has only one segment i.e., construction including fabrication. Disclosure of segment information is not applicable |
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22.
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Proper risk assessment and risk minimization and internal risk management procedures laid down |
7.3
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Yes
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Set vigilance and disciplinary procedures are in place for prevention and identification of fraud. The status is periodically intimated to the Board. |
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23.
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Remuneration of Directors |
7.4
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Yes
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Disclosed in the Annual Report under the Item Report on Corporate Governance |
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24.
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Management Discussion and Analysis |
6.5
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Yes
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Placed as an item in the Annual Report of the Company |
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25.
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Disclosures by Senior management |
7.5.2
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Yes
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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.
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Report and Compliance |
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26.
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Report on Corporate Governance |
8.1
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Yes
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Placed in the Annual Report of the Company |
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27.
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Compliance Certificate |
8.2.1
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Yes
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Complied
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28.
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Chairman’ speech in AGM and annual report |
8.2.2
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Yes
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Included in the annual Report of the Company. |
29.
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Holding of AGM, Adoption of Audited Accounts and filing of adopted accounts with the Registrar of Companies within the stipulated time |
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Yes
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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. |
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30.
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Timely Submission of Compliance Report |
8.3
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Yes
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Complied
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