HSIIDC Past Paper PDF

Brief Note on Corporate Affairs, Board & Secretarial matters of HSIIDC HSIIDC was incorporated with the MCA / Registrar of Companies, Jalandhar (Punjab) on 08.03.1967 under the name and styte of Haryana State lndustrial Devetopment Corporation Limited (HSIDC)...

Brief Note on Corporate Affairs, Board & Secretarial matters of HSIIDC HSIIDC was incorporated with the MCA / Registrar of Companies, Jalandhar (Punjab) on 08.03.1967 under the name and styte of Haryana State lndustrial Devetopment Corporation Limited (HSIDC) under the provisions of the Companies Act, 1956, with its Registered Office at Chandigarh, with the objectives to undertake industriatization by way of devetopment of industrial infrastructure and wetl by way of financing industria[ units located in the State of Haryana, under the aegis of Department of lndustries and Commerce, Haryana. The Corporate ldentity Number (ClN) of HSIIDC is 29199HR1967SGC034545, Att the sharesof the Corporation are hetd by the State Government (Governor of Haryana) and its nominees, who are the Officers of the State Government inctuding the MD and Chairman/HSllDC. By virtue of its 100% hotding by the State Government, HSIIDC is a Government Company under the provisions of the Companies Act. The Corporation is constituted and governed under the provisions of the Companies Act through Registrar of Companies under Ministry of Corporate Affairs (MCA). Consequent upon the construction of Corporation's own Office buitding at Panchkuta in 2000, the registered Office of the Corporation was shifted to present Corporate Office Panchkula and due to change in jurisdiction of the RoC from Punjab to Haryana, the change of registered Office was got approved from the'Company Law Board, New Dethi and a fresh Certificate was issued by the Registrar of Companies, New Dethi, on 01.09.2000. !n 2005, the State Government announced a new lndustrial Poticy and the Corporation was dectared as Nodal Agency for the devetopment of lndustrial Infrastructure in the State of Haryana and it was atso proposed to add the word lnfrastructure in the name of the Corporation as such the name of the Corporation was changed from HSIDC to HSIIDC - "Haryana State lndustrial and lnfrastructure Devetopment Corporation Limited" (crN U29199HR19675GC034545) and necessary amendments were made in the main objects in the Memorandum of Association of the Corporation and in the name Page 1 of 8 ctause of the Corporation. A fresh certificate of lncorporation was issued to the corporation by the Registrar of companies, New Dethi on 4th Mav. 2006. 1. Share Capital: The authorised Share Capitat of the Corporation is Rs. 75.00 crore divided into 7,50,000 shares @ Rs.1000/- each. The paid up capitat of the Corporation is Rs.4890 takhs. The present Sharehotders of the Corporation are as under: Sr. Name of shareholder No. of Remarks No. Shares* 1 Governor of Haryana ( through PSI) 488999 Shareholder 2. Shri V. Umashankar, lAS, 1 Chairman/ Principal Secretary to Chief Minister, Haryana Sharehotder 3. Smt. Sofia Dahya, ICAS, 1 Director/ Secretary Finance-cum Advisor, Sharehotder Finance Department, Haryana 4. Shri C.G. Rajini Kaanthan, IAS z Director/ Director generat, MSME, Haryana Shareholder 5. Shri Sushit Sarwan, IAS 1 Sharehotder/ Managing Director, HSIIDC Managing Director 6. Shri Gaurav Sharma, 1 Sharehotder Asstt. Director, lndustries & Commerce, Haryana 7. Shri Rahut Bamet, 1 Sharehotder Assistant Director, Director of lndustries & Commerce, Haryana 8. Shri Brij Pat, 1 Shareholder Assistant Director, Director of lndustries & Commerce, Haryana Total 489007 * of Rs. lOOOl- each 2. Appointment of Directors and Chairman of HSIIDC: As per Articte 78 of the Artictes of Association of the Corporation, the number of Directors sha[[ be not less than three and not more than eleven. The Directors of the Corporation inctuding the Managing Director and Chairman, are appointed by the State Government pursuant to powers vested with it under Article 79(a) of the Artictes of Association of the Corporation. ln addition to the above, the Corporation is atso required to have atteast 2 lndependent Directors under the Page 2 of 8 provisions of section 149 (5) of the new Companies Act, 2013 (Att Pubtic Companies with a paid up capital of Rs.10 crore or more; or turnover of Rs. 100 crore or more; or loans/ borrowings/ deposits exceeding Rs. 50 crore), for which the consent of the State Government is required but they are finatty appointed by the sharehotders in the General Meeting. Further, section 149(1) of the new Companies Act, 2013 (Every tisted and every other Pubtic Company having paid up capitat of Rs. 100 crore or more; or turnover of Rs. 300 crore or more) mandate the Corporation to have atteast one Woman Director. Normatty the fotlowing are the members of the Board of Directors of the Corporati.on: 1. Principal Secretary to CM, Haryana Chairman 2. Addt. Chief / PrincipaI Secretary to Govt., Director Haryana lndustries & Commerce Department 3. ACS/PS/Addt. Secretary to Govt., Haryana Director - Nominee of Finance Department 4. Director of lndustries & Commerce, Haryana Director 5. One Woman Director Director 6. Three (3) lndependent Directors lndependent Directors 7. Managing Director, HSIIDC Managing Director 8. Apart from the above, the State Government atso SpeciaI lnvitee nominate Director Town & Country Ptanning Department (DTCP) as Special lnvitee on the Board. 3. Statutorv Committees of Directors of the Board of Directors: (a). Pursuant to provisions of Companies Act, 2013, HSIIDC is required to constitute the fottowing three statutory committees of Directors (CoD) having atteast three members:- Sr. Particulars Audit Nomination and Corporate Social No. Committee Remuneration Responsibility Committee i) Statutory Att listed and Att listed and Every Company Criteria pubtic pubtic having net worth companies with companies with of Rs.500 crore or a paid up capitat a paid up capita[ more; or turn over Page 3 of 8  of Rs.10 crore or of Rs.10 crore or of Rs.1000 crore or more; or turn more; or turn more; or a net over of Rs. 100 over of Rs. 100 profit of Rs.5 crore crore or more; crore or more; or ormore; during or loans/ loans/ any financiat year borrowings/ borrowings/ out of last 3 deposits deposits financial years. exceeding Rs. exceeding Rs.50 50 crore. crore. ii) Requirement Minimum of 3 NRC must Minimum of 3 of Directors with consist of 3 or Directors with Composition lndependent more non- atleast one Directors executive member shoutd be forming Directors out of lndependent majority. which not less Director. Furthe6 than hatf shatl majority of be lndependent members of Directors Audit provided the Committee Chairperson of inctuding the Corporation Chairperson may be shatl be the appointed as person with member of the abitity to read Committee but and understand sha[[ not be the FinanciaI Chairman of the Statements. Committee. iii) Scope The terms of To deal the To finatise the CSR reference matter Poticy and approve connected with pertaining to the expenses in the financial appointment of the specified CSR matters, !ndependent activities as auditing, Directors and provided in the internal controt, top management Schedute 7 of the Risk personnel and Companies Act, Management and remuneration 2013. Vigit Mechanism matters. etc. (b)Apart from the above, an exctusive Committee of lndependent Directors on the Board of Directors are statutorily required to have at least one Meeting, which can be attended by the lndependent Directors onty. Page 4 of 8 4. Kev Manageria[ Personnel (KMP): As per new Companies Act, 2013, the Corporation is mandatority required to have the foltowing three as Principal Officers of the Company as 'Key Managerial Personnet'(KMP):- 1. Managing Director 2. Company Secretary 3. Chief Financia[ Officer The fottowing are the Key Managerial Personnel in the Corporation who have been appointed by the Board of Directors:- 1. Shri Sushit Sarwan, IAS Manaqinq Director 2. Harnam Singh Rana Company Secretary 3. Sh. S.B. Kaushik Chief FinanciaI Officer 5. Meetines of the Board Fnd Shareholders of the Corporation: As per provisions of the Companies Act, every Company must convene four Board Meetings and one AnnuaI GeneralMeeting of the Sharehotders of the Company, every year. 5.1 Board Meetines: As per Companies Act, four (4) meetings are required to be hetd in every year and gap between two meetings shoutd not exceed 120 days. As per provisions of the Articles of Association of the Corporation not more than two months shatl intervene between the last day of the catendar month in which such meeting is hetd and the date of the next meeting. 5.2 AnnuaI GeneraI Meetine (AGM): As per Companies Act, every Company has to convene an Annual GeneratMeeting of its sharehotders, every year within 6 months of the ctose of the financial year, provided the Registrar of Companies on specific reasons may grant extension of three months. The fotlowing items are ptaced before the Sharehotders in AGM for approval: i) Directors Report; ii) Annual Accounts; Page 5 of 8  iii) Dividend dectaration; iv) Re-appointment of Directors; v) Fixation of remuneration to Statutory Auditors ( chartered Accountants firm) who are appointed by C&AG; vi) Ratification of remuneration of Cost Auditors appointed by Board; 6. Policies framed under the provisions of the Companies Act. 2013: Pursuant to the provisions of new requirements under the Companies Act, 2013, the Corporation is required to frame the fottowing statutory policies, the details of which is given as under:- 6.1 Corporate Social Responsibilitv Policv (CSR Policv): Under section 135 of the Companies Act, 2013, the Corporation is required to constitute a CSR Committee and frame a CSR Poticy with the approval of the Board of Directors. Further, the Corporation is required to spend atteast ZYo of the average net profit of the preceding 3 financial years in the current financial year on CSR activities as specified in the CSR Poticy under the provisions of the Companies Act, 2013. 6.2 Risk Manaeement Policv: According to Section 13a(3)(n) of the Companies Act, 2013, there shatt be attached to Financial Statements laid before a company in general meeting, a report by its Board of Directors, which shatl inctude a statement indicating devetopment and imptementation of a risk management poticy for the company inctuding identification therein of etements of risk, if any, which in the opinion of the Board may threaten the existence of the company. ln furtherance to the above provision, the Board of Directors has approved a Risk Management Poticy which covers att the activities/ verticats of the Corporation and the Board has decided that the said Poticy is being monitored by the Audit Committee and the risk of serious nature, if any, be brought before the notice of the Board. Page 5 of 8 6.3 Visil Mechanism(Whistle Blower Policv): Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rute 7 of Companies (Meeting of Board and its Powers) Rutes, 2014, the Corporation is required to establish a VigitMechanism / Whistte Btower Poticy for the Directors and Emptoyees of the Corporation, to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or viotation of the Corporation's Code of Conduct. Such a vigit mechanism shatl provide for adequate safeguards agairist victimization of Directors and Emptoyees who avaiI of such mechanism. ln furtherance to the above provision, the Board of Directors has approved a Vigit Mechanism Poticy, which covers att the employees and Directors of the Corporation and the said Poticy is being monitored by the Audit Committee of Corporation. the u 6.4 Code of Conduct for Directors: The Code of Conduct sets ethica[ standards for the Directors of the Corporation. The Corporation is committed to conducting its business in accordance with the appticabte [aws, rutes and regutations and with the highest standards of business ethics. This code is intended to provide guidance and hetp in recognizing and deating with ethicat issues, provide mechanisms to report unethicaI conduct, and to hetp foster a culture of honesty and accountabitity. Directors wi[[ pursue the higtiest standards of ethicat conduct in the interests of sharehotders and att other stakehotders. Any breach of Code of Conduct by any of the Directors atso attract action and disctosure of such conduct can be made by any employee/director under the Vigit Mechanism/ Whistte Btower Poticy framed by the Board of Directors. 7. Subsidiarv Companies of HS!!DC: 7.1 The Corporation has ONE (1) subsidiarv Companies: namelv: Haryana Minerals Limited (HML):- HML was incorporated on 02.12.1972. This company has atso ctosed its manufacturing activities as per decision Page 7 of 8 taken by the Minister's committee constituted by the state Government in the year 2003. The Corporation hotds the entire Share Capitat of Rs. 24.04 tac (100%) in the company. Since att the emptoyees of the HML were retrenched, onty sketetal staff has been engaged by the HML inctuding one retired GeneratManager to look after the court cases/ other misc. issues inctuding the accounting matters. The office of the HML is being operated from the HSIIDC Office Comptex at Gurgaon. ; Page 8 of 8 r-1 rl -, ir- :"\ to iu) lFa I lo) t> if ,-o IF ;2 T- o ql i=.' lro C rO:U o- ig ,o to E9 :.= 5 66 5 0 HE 5 \.*g: E: *= e Eu== (o Ea- 6 tEo oo o :rroLL.=xJ-F rj ro @ t/r S ;: s ErIEs : ":.0 q *rE IE-o:sfr*tgg ; _i-! 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