General information about company | |
| Scrip code | 500185 |
| NSE Symbol | HCC |
| MSEI Symbol | |
| ISIN | INE549A01026 |
| Name of the entity | HINDUSTAN CONSTRUCTION COMPANY LIMITED |
| Date of start of financial year | 01-04-2018 |
| Date of end of financial year | 31-03-2019 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2019 |
| Risk management committee | Not Applicable |
Annexure I | |||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||
I. Composition of Board of Directors | |||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | |||||||||||||||
| Wether the listed entity has a Regular Chairperson | Yes | ||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | AJIT GULABCHAND | 00010827 | Executive Director | Chairperson | MD | 01-04-2018 | 1 | 2 | 0 | |||||
| 2 | Mrs | SHALAKA GULABCHAND DHAWAN | 00011094 | Executive Director | Not Applicable | 30-04-2015 | 1 | 0 | 0 | ||||||
| 3 | Mr | ARJUN DHAWAN | 01778379 | Executive Director | Not Applicable | CEO | 01-04-2017 | 1 | 1 | 0 | |||||
| 4 | Mr | RAMANUJACHARYULU NATERI | 02010249 | Non-Executive - Non Independent Director | Not Applicable | 06-07-2017 | 20 | 1 | 1 | 0 | |||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||
I. Composition of Board of Directors | |||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | RAM PRAVINCHANDRA GANDHI | 00050625 | Non-Executive - Independent Director | Not Applicable | 06-07-2017 | 20 | 1 | 0 | 1 | |||||
| 6 | Mrs | HARSHA BHUPENDRA BANGARI | 01807838 | Non-Executive - Nominee Director | Not Applicable | 31-07-2014 | 06-02-2019 | 1 | 0 | 0 | |||||
| 7 | Mr | RAJAS RATANCHAND DOSHI | 00050594 | Non-Executive - Independent Director | Not Applicable | 17-03-2015 | 48 | 2 | 2 | 1 | |||||
| 8 | Mr | ANIL CHANDANMAL SINGHVI | 00239589 | Non-Executive - Independent Director | Not Applicable | 17-03-2015 | 48 | 3 | 2 | 1 | |||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||
I. Composition of Board of Directors | |||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 9 | Mr | SHARAD MADHAV KULKARNI | 00003640 | Non-Executive - Independent Director | Not Applicable | 06-07-2017 | 20 | 5 | 2 | 4 | |||||
| 10 | Mr | OMKAR GOSWAMI | 00004258 | Non-Executive - Independent Director | Not Applicable | 30-04-2015 | 47 | 7 | 6 | 0 | |||||
| 11 | Mr | SAMUEL JOSEPH | 02262530 | Non-Executive - Nominee Director | Not Applicable | 26-03-2019 | 1 | 0 | 0 | ||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00003640 | SHARAD MADHAV KULKARNI | Non-Executive - Independent Director | Chairperson | 06-07-2017 | ||
| 2 | 00050594 | RAJAS RATANCHAND DOSHI | Non-Executive - Independent Director | Member | 17-03-2015 | ||
| 3 | 00239589 | ANIL CHANDANMAL SINGHVI | Non-Executive - Independent Director | Member | 17-03-2015 | ||
| 4 | 02010249 | RAMANUJACHARYULU NATERI | Non-Executive - Non Independent Director | Member | 08-08-2018 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00239589 | ANIL CHANDANMAL SINGHVI | Non-Executive - Independent Director | Chairperson | 17-03-2015 | ||
| 2 | 00050594 | RAJAS RATANCHAND DOSHI | Non-Executive - Independent Director | Member | 17-03-2015 | ||
| 3 | 00004258 | OMKAR GOSWAMI | Non-Executive - Independent Director | Member | 30-04-2015 | ||
| 4 | 00010827 | AJIT GULABCHAND | Executive Director | Member | 30-08-2000 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00050625 | RAM PRAVINCHANDRA GANDHI | Non-Executive - Independent Director | Chairperson | 06-07-2017 | ||
| 2 | 00010827 | AJIT GULABCHAND | Executive Director | Member | 30-08-2000 | ||
| 3 | 00050594 | RAJAS RATANCHAND DOSHI | Non-Executive - Independent Director | Member | 17-03-2015 | ||
| 4 | 01778379 | ARJUN DHAWAN | Executive Director | Member | 08-08-2018 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||
Annexure 1 | ||||
III. Meeting of Board of Directors | ||||
| Disclosure of notes on meeting of board of directors explanatory | ||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date |
| 1 | 08-10-2018 | |||
| 2 | 01-11-2018 | 23 | ||
| 3 | 07-02-2019 | 97 | ||
| 4 | 26-03-2019 | 46 | ||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||
| Sr | Name of Committee | Date(s) of meeting of the committee in the relevant quarter | Whether requirement of Quorum met (Yes/No) | Requirement of Quorum met | Date(s) of meeting of the committee in the previous quarter | Maximum gap between any two consecutive meetings (in number of days) | Name of other committee | Reson for not providing date |
| 1 | Nomination and remuneration committee | 07-02-2019 | Yes | 01-11-2018 | 97 | |||
| 2 | Stakeholders Relationship Committee | 07-02-2019 | Yes | 01-11-2018 | 97 | |||
| 3 | Audit Committee | 07-02-2019 | Yes | 01-11-2018 | 97 | |||
| 4 | Audit Committee | 26-03-2019 | Yes | 01-11-2018 | 144 | In the row 4 related to audit committee, the maximum time gap between the two meetings are reflected (auto) as 144 , which exceeds the minimum time gap of 120 days. The is due to the fact that the Company is not allowed to enter the date of the previous meeting in the same quater i.e. 7th February, 2019 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | AJAY SINGH |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | www.hccindia.com | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.hccindia.com | |
| 3 | Composition of various committees of board of directors | Yes | www.hccindia.com | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.hccindia.com | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.hccindia.com | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.hccindia.com | |
| 7 | Policy on dealing with related party transactions | Yes | www.hccindia.com | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | www.hccindia.com | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.hccindia.com | |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.hccindia.com | |
| 11 | email address for grievance redressal and other relevant details | Yes | www.hccindia.com | |
| 12 | Financial results | Yes | www.hccindia.com | |
| 13 | Shareholding pattern | Yes | www.hccindia.com | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15 | New name and the old name of the listed entity | NA | ||
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Review of Compliance Reports | 17(3) | Yes | |
| 5 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 6 | Code of Conduct | 17(5) | Yes | |
| 7 | Fees/compensation | 17(6) | Yes | |
| 8 | Minimum Information | 17(7) | Yes | |
| 9 | Compliance Certificate | 17(8) | Yes | |
| 10 | Risk Assessment & Management | 17(9) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 12 | Composition of Audit Committee | 18(1) | Yes | |
| 13 | Meeting of Audit Committee | 18(2) | Yes | |
| 14 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 15 | Composition of Stakeholder Relationship Committee | 20(1) & (2) | Yes | |
| 16 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 17 | Vigil Mechanism | 22 | Yes | |
| 18 | Policy for related party Transaction | 23(1),(5),(6),(7) & (8) | Yes | |
| 19 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 20 | Approval for material related party transactions | 23(4) | NA | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 22 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 23 | Maximum Directorship & Tenure | 25(1) & (2) | Yes | |
| 24 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 25 | Familiarization of independent directors | 25(7) | Yes | |
| 26 | Memberships in Committees | 26(1) | Yes | |
| 27 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 28 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 29 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | ||||
Annexure II | ||
| 1 | Name of signatory | AJAY SINGH |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II | |||
III. Affirmations | |||
| Sr | Particulars | Compliance status (Yes/No/NA) | |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | AJAY SINGH |
| 2 | Designation | Company Secretary and Compliance Officer |
Signatory Details | |
| Name of signatory | AJAY SINGH |
| Designation of person | Company Secretary and Compliance Officer |
| Place | MUMBAI |
| Date | 15-04-2019 |