Hscl

1.

Composition of Board

3.1

No

Present Composition of
the Board of HSCL:

Full time official -  2

Govt. Directors   -  2

Independent Director - 1

Total: 5                    

2.

Non-official Directors

3.1

No

One Independent Director has been appointed on the Board of HSCL. Appointment of one more Independent Director is awaited.

3.

Part-time Directors compensation and dislosure

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

Board agenda for newly
inducted laws is put up in
the Board for
deliberation / adoption as
and when required.

6.

Code of Conduct

3.4

Yes

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7.

Risk management

3.6

Yes

-

8.

Training for new Board members

3.7

Yes

HSCL will furnish a set of documents and booklets to the new Directors joining the Board. This shall include important data about performance of the Company, Memorandum & Articles of Association of the Company, Corporate Governance Guidelines, Code of Business Conduct and Ethics. Directors may be sponsored to seminars/conferences organized in this respect.

II.

Audit Committee

9.

Constitution of Audit Committee

4.1

No

Induction of one more Independent Director on the Board is required.

10.

Audit Committee assigned due role

4.2

Yes

Audit Committee has been formed in the 252nd Board Meeting dated 25.09.2010 and assigned due role in accordance with DPE Guidelines

11.

Audit Committee vested adequate powers

4.3

Yes

Audit Committee has been formed in the 252nd Board Meeting dated 25.09.2010 and vested adequate powers in accordance with DPE Guidelines

12.

Meetings of Audit Committee

4.4

No

Audit Committee meetings are yet to take place. Compliance of the clause shall be ensured.

13.

Review of information by Audit Committee

4.5

No

-Do-

Remuneration Committee

14.

Constitution of Remuneration Committee

5.1

Yes

Remuneration Committee has been formed as decided by Board in 252nd Board meeting held on 25.09.2010

Subsidiary Companies

15.

Board of subsidiary companies

6.1

NA

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16.

Review of financial statements of subsidiary by Audit Committee

6.2

NA

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17.

Review of performance of subsidiary by Board

6.3

NA

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Disclosures

18.

All relevant transactions being
placed before Audit Committee

7.1

No

Will be placed when a  meeting of Audit Committee is held

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

7.2.2

Yes

AS 21, AS 23 are not applicable for HSCL. AS27 shall be complied in the Annual Report for 2009-10.

21.

Segment-wise profit and loss
statement

7.2.3

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

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24.

Management Discussion and
Analysis

7.5

Yes

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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.

Report and Compliance

26.

Report on Corporate Governance

8.1

Yes

27.

Compliance Certificate

8.2.1

Yes

28

Chairman’ speech in AGM and annual report

8.2.2

Yes

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29

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

Yes

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30

Timely Submission of Compliance Report

8.3

Yes

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