- Board Committees
The Company has five Board-level Committees-Audit Committee, Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee), Nomination and Remuneration Committee (formerly known as Remuneration Committee), ESOP Compensation Committee and Executive Committee of the Board.
The Audit Committee comprises of four Independent Directors - Mr. Sharad M Kulkarni - (Chairman), Mr. Rajas R Doshi, Mr. Anil Singhvi and Mr. N.R. Acharyulu.
All the Members of the Audit Committee have accounting and financial management expertise. The Chairman of the Audit Committee attends the Annual General Meetings of the Company to answer shareholders queries.
In accordance with Section 177(1) of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014) , the Board of Directors of the Company at their meeting held on May 2, 2014, have approved new terms of reference for the Audit Committee and thereupon the revised terms of reference of the Audit Committee are in conformity with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and Section 177(1) of the Companies Act, 2013. Further the Audit Committee has been granted powers as prescribed under (SEBI LODR).
The terms of reference of the Audit Committee includes the following:
- Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
- Reviewing, with the Management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
- 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 subsection 3 of Section 134 of the Companies Act, 2013
- Changes, if any, in accounting policies and practices and reasons for the same.
- Major accounting entries involving estimates based on the exercise of judgment by the Management.
- Significant adjustments made in the financial statements arising out of audit findings
- Compliance with listing and other legal requirements relating to financial statements
- Disclosure of any related party transactions
- Qualifications in the draft audit report
- Reviewing with the Management, quarterly financial statements before submission to the Board for approval;
- 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;
- Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
- 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;
- Evaluation of internal financial controls and risk management systems;
- Reviewing with the Management, performance of the statutory and internal auditors and adequacy of the internal control systems;
- 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;
- 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;
- Discussions with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern;
- To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;
- To review the functioning of the Whistle Blower mechanism/Vigil mechanism.
- Approval of appointment of CFO( i.e. the wholetime 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;
- Carrying out any other functions as specified in the terms of reference, as amended from time to time.
HCC has systems and procedures in place to ensure that the Audit Committee
- Management discussion and analysis of financial condition and results of operations
- Statement of significant related party transactions (as defined by the audit committee) submitted by management.
- Management letters/letters of internal control weakness issued by the statutory auditors
- Internal audit reports relating to internal control weakness
- The appointment, removal and terms of remuneration of the Internal Auditor.
Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee)
The Stakeholders Relationship Committee (Formerly known as Shareholders / Investors Grievance Committee) comprises of three Directors; namely, Mr. Ram P. Gandhi, Chairman and who is an Independent Director, Mr. Rajas R Doshi, Independent Director, Mr. Ajit Gulabchand, Chairman and Managing Director and Mr. Arjun Dhawan Group CEO & Whole-time Director. The Company Secretary, Mr. Venkatesan Arunachalam is also the Compliance Officer of the Company.
The Committee deals with the following matters:
- Noting transfer/transmission of shares.
- Review of dematerialized/rematerialized shares and all other related matters.
- Monitors expeditious redressal of Investor grievance matters received from Stock Exchanges, SEBI, ROC, etc.
- Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of Annual Report, dividend etc.
- All other matters related to shares/debentures.
In accordance with Section 178(5) of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014), the Board of Directors of the Company at their meeting held on May 2, 2014, have approved the change in nomenclature of the Shareholders Grievances Committee to Stakeholders Relationship Committee and enhanced their role. Therefore the said Committee shall in addition to the above role, also consider and resolve the grievances of debenture holders, deposit holders and other security holders of the Company.
Nomination and Remuneration Committee (Formerly known as Remuneration Committee)
The Company has a Nomination and Remuneration Committee (Formerly known as Remuneration Committee) comprising of Mr. Ajit Gulabchand, Chairman and Managing Director and three Independent Directors - Mr. Anil Singhvi, Mr. Rajas R. Doshi and Dr. Omkar Goswami.
In accordance with Section 178 of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014) , the Board of Directors of the Company at their meeting held on May 2, 2014, have approved the change in nomenclature of the Remuneration Committee to Nomination and Remuneration Committee and have revised their role as under:
The revised role of the Nomination and Remuneration Committee, inter-alia, includes the following:
- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
- Formulation of criteria for evaluation of Independent Directors and the Board;
- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
- Devising a policy on Board diversity;
ESOP Compensation Committee
The ESOP Compensation Committee comprises of two Directors; namely, Mr. Sharad M. Kulkarni, Chairman and Independent Director and Mr. Ram P. Gandhi, Independent Director.
The ESOP Compensation Committee deals with various matters relating to:
- The quantum of options to be granted under the Scheme per employee and in aggregate.
- The conditions under which Options vested in employees may lapse in case of termination of employment for misconduct.
- The exercise period within which the employee should exercise the Option and that Option would lapse on failure to exercise the option within the exercise period.
- The specified time period within which the employee shall exercise the Vested Options in the event of termination or resignation of an employee.
- The right of an employee to exercise all the Options vested in him at one time or at various points of time within the exercise period.
- The procedure for making a fair and reasonable adjustment to the number of Options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others.
- The grant, vest and exercise of Option in case of employees who are on long leave
- Fringe Benefit Tax on issue of Options or the Shares upon exercise of the Options.
Executive Committee of the Board
HCC has constituted an Executive Committee of the Board for the purpose of regularizing the routine operations of the Company and exercise all the powers delegated to it by the Board of Directors of the Company, from time to time, as may be felt expedient in the best interest of the Company.
The Committee comprises of the 2 Executive and 1 Independent Director of the Company and is chaired by the Chairman and Managing Director. Decisions pertaining to issuance of power of attorney, authorizing the officials of the Company to operate the Bank Accounts of the Company, approve transfer of Equity Shares (physical shares) and all other matters which are delegated by the Board are discussed and approved by the Executive Committee of the Board.
Corporate Social Responsibility (CSR) Committee :
In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on May 2, 2014, have approved the constitution of the CSR Committee which comprises three directors viz. Mr. Ajit Gulabchand (Chairman), Mr. Rajas R. Doshi and Mr. Ram P. Gandhi and defined the role of the Committee, which is as under:
- 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 of the Companies Act, 2013.
- Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy
- Monitor the CSR Policy of the Company and its implementation from time to time.
- Such other functions as the Board may deem fit.