|
Activity |
Clause |
Status
(Yes/No/NA) |
Remarks (reasons for
non-compliance) |
I . |
Board of Directors |
|
|
|
1. |
Composition of Board is as per
DPE Guidelines |
3.1 |
No |
Present Composition of
the Board of HSCL: |
Full time official - 2 |
Govt. Directors - 2 |
Independent Director - 1 |
Total: 5 |
2. |
Requisite number of non-official
Directors in position |
3.1 |
No |
One Independent Director has been appointed on the Board of HSCL. Appointment of one more Independent Director is awaited. |
3. |
Fixation of fees / compensation
to non-official Directors |
4.2 |
Yes |
Complied |
4. |
Minimum required number of
Board meetings held |
4.3.1 |
Yes |
Minimum one meeting is
held every Quarter |
5. |
Review of compliance of laws |
3.3.3 |
Yes |
Board agenda for newly
inducted laws is put up in
the Board for
deliberation / adoption as
and when required. |
6. |
Code of Conduct formally laid
down for all Directors |
3.4 |
Yes |
Code of Conduct for
Board members and
Senior Officials has been
laid down after adoption
by the Board in its 240th
meeting
|
7. |
Integration and alignment of risk
management with corporate and
operational objectives |
3.6 |
Yes |
Risk Management is
undertaken as a part of
normal business practice.Risk Management Policy of the company has been adopted after approval of the Board in its 250th meeting. |
8. |
Training undertaken for new
Board members |
3.7 |
No |
-- |
II. |
Audit Committee |
|
|
|
9. |
Audit Committee constituted as
per laid down guidelines |
4.1 |
No |
Audit Committee will be
constituted after induction of one more Independent Directors on the Board |
10. |
Role and powers of Audit Committee have been clearly identified and notified |
4.2
and
4.3 |
No |
Will be notified after formation of the Audit Committee |
11. |
Minimum required number of
meetings of Audit Committee
held |
4.4 |
No |
Audit Committee is yet to be constituted due to non induction of one more Independent Directors |
12. |
Review of required information
by Audit Committee |
4.5 |
No |
Do |
| Ill. |
Subsidiary Companies |
|
|
|
13. |
Board of subsidiary companies
constituted as per Guidelines |
5.1 |
NA |
-- |
14. |
Audit Committee of holding
company reviewing financial
statements of subsidiary
company |
5.2 |
NA |
-- |
15. |
Board of holding company
reviewing the performance of
subsidiary company |
5.3 |
NA |
-- |
| IV. |
Disclosures |
|
|
|
16. |
All relevant transactions being
placed before Audit Committee |
6.1 |
No |
Will be placed after constitution of the Audit
Committee |
17. |
Treatment different from that
prescribed in an Accounting
Standard, if any, being reported |
6.2.1 |
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. |
18. |
Consolidated financial
statements being prepared as
prescribed accounting standards |
6.2.3 |
NA |
AS 21, AS 23 are not applicable for HSCL. AS27 will be complied within the coming year. |
19. |
Segment-wise profit and loss
statement as per prescribed
accounting standard being
prepared and published |
6.2.4 |
NA |
HSCL has only one segment i.e., construction including fabrication.
Disclosure of segment
information is not applicable |
20. |
Proper risk assessment and risk
minimization and internal risk
management procedures laid
down |
6.3 |
Yes |
Set vigilance and disciplinary procedures are in place for
prevention and identification of fraud.
The status is periodically
intimated to the Board.
|
21. |
Disclosures regarding pecuniary
relationship / transactions of part
time Directors and remuneration
of Directors being made in
annual report |
6.4 |
Yes |
-- |
22. |
Management Discussion and
Analysis report part of annual
report |
6.5 |
Yes |
-- |
23. |
Senior management making
necessary disclosures to Board,
if required |
6.5.2 |
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. |
| V. |
Report and Compliance |
|
|
|
24. |
Separate Section on Corporate
Governance in Annual Report |
7.1 |
Yes |
-- |
25. |
Certificate from auditors /
practicing company secretary
regarding compliance of
conditions of Corporate
Governance |
7.2.1 |
No |
Obtained in the Annual Report for 2008-09 |
26 |
Compliance with Guidelines
reflected in Chairman' speech in
AGM and annual report |
7.2.2 |
Yes |
-- |
