Statement of the Boards, Councils, Committees and other Bodies consisting of two or more persons constituted as HPF's part or for the purpose of its advice, and as to whether meetings of those Boards, Councils, Committees and other Bodies are open to the Public, or the minutes of such meetings are accessible for public.
Meetings of Boards, Committees and other Bodies are not open to the Public, or the minutes of such meetings are not made accessible for public as the nature of Business of HPF is that of a Stratagic in nature. However, various Committees / sub Committees formed are detailed below :
The Company is managed on sound professional and ethical lines for the optimal benefit of all the stakeholders viz. shareholders, employees, customers and the community at large. Besides complying with the statutory requirements of the principles of Corporate Governance i.e. constitution of Audit Committee, disclosure under Companies Act, compliance of Accounting Standards etc., the Company has set its own guidelines for good governance. These guidelines include
Ethical standards to be followed in order to provide goods and services of highest standard in a complaint free environment. The Citizen Charter of the company contains ethical standards to be followed. Integrity, Credibility, Quality (ICQ) are the three values being practiced across the organization to provide a value frame work.
Explicit rules, regulations and procedures have been laid down in various areas in order to observe transparency in decision making. These rules are updated from time to time. With increased use of IT (ERP under implementation), the levels of transparency has further gone up.
Accountability follows from transparency. Performance parameters / levels are laid down, ie., Company level, Division level and further broken down to the level of officers. Performance is reviewed at appropriate level in the Ministry of DHI Board of Directors, Sub-committees of Board, Chairman and Committee of whole time Directors. Besides, achievement of targets is one of important criterion for evaluation of performance of an executive.
The Board and its sub-committees viz. Audit Committee, meet regularly to review and monitor the performance of the Company in various areas. The Committees provide guidance and directions for sustained growth, diversification and firming up future plans of the company.
3.1 The Company has devised an effective control mechanism at Board level to monitor the performance of effective management. Information on the performance in a structured format is regularly put up to the Board of Directors for evaluation.
4COMMITTEES OF THE BOARD
4.1 The Board of Directors has constituted the following sub-committees with specific terms of reference.
5 Audit Committee
5.1. In terms of Section-292A of the Companies Act, 1956, the Board at its 251st meeting held on 30th August 2001, had approved the formation of an Audit Committee with the following terms of reference :-
Discussions with the auditors periodically about internal control systems and review of compliance of internal control system.
Reviewing with Management the half yearly and the annual financial statement before submission to the Board focusing primarily on:
Any changes in accounting policies & practices
Major accounting entries based on exercise of judgment by management
Qualifications in draft audit report
Significant adjustments arising out of audit
The going concern assumptions
Compliance with accounting standards
Reviewing the adequacy of internal audit function, reporting structure, coverage and frequency of internal audit.
Discussion with internal auditors any significant findings and follow-up there on.
Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the Board.
Discussion with external auditors, before the audit commences, on nature and scope of audit as well as to have post-audit discussions to ascertain any area of concern.
The Audit Committee shall have authority to investigate into any matter in relation to the items specified in Section 292A of the Companies' Act, 1656 or referred to it by the Board and for this purpose shall have full access to information contained in the records of the Company and external professional advice, if necessary, by the Company.
The proceedings of the meetings of audit committee are reported to the Board of Directors.