REC- 1-51.p65 - Rural Electrification Corporation Ltd.

14
41st ANNUAL REPORT 2009-10
As mentioned above, the total holdings of all FIIs /sub-accounts put together shall not exceed 24 per cent of the paid-up capital at any
time without passing a resolution of the Board of Directors of REC followed by a Special Resolution to that effect by its General Body.
The Reserve Bank of India monitors the ceilings on FII/NRI/PIO investments in Indian companies on a daily basis. For effective
monitoring of foreign investment ceiling limits, the Reserve Bank has fixed cut-off points that are two percentage points lower than
the actual ceilings. The cut-off point, for instance, is fixed at 8 per cent for companies in which NRIs/ PIOs can invest up to 10 per
cent of the company’s paid up capital. The cut-off limit for companies with 24 per cent ceiling is 22 per cent.
Further, RBI vide its Press Release and letter dated 7th July, 2010 has notified that the aggregate net purchase of equity share holdings
in REC by FIIs under Protfolio Investment Scheme (PIS) has reached the trigger limit i.e. 22% and further purchase of equity shares
of REC in the primary/secondary market would be allowed only after obtaining prior approval of the RBI and in keeping with the
present free float of 33.20% of total paid-up capital of REC, it is proposed to seek approval of the General Meeting for increase in
ceiling of holdings of FIIs in REC’s Paid-up capital from 24% to 35% so that FIIs can stretch their investment/holding limit up to
33%, against REC’s present free-float of 33.20%, without any tirgger limit or restriction from RBI.
As already stated above, any such increase in total shareholding by FIIs beyond 24% of the paid-up capital of REC requires approval
of the Board of Directors of REC, approval of the General Body by passing a Special Resolution, and also approval of RBI.
The Board of Directors have accorded their consent to the above proposal in its 366th Meeting held on 21st July, 2010 and recommends
the passing of the proposed Special Resolution by members of the Company as contained in the Notice.
None of the Directors is interested or concerned in the proposed Ordinary Resolution.
ITEM NO. 9
The existing provisions of Section 255 of the Companies Act, 1956 relating to “Appointment of directors and proportion of those who are
to retire by rotation”, are reproduced hereunder:
(1) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-third of the total
number of directors of a public company, or of a private company which is a subsidiary of a public company, shall-
(a) be persons whose period of office is liable to determination by retirement of directors by rotation; and
(b) save as otherwise expressly provided in this Act, be appointed by the company in general meeting.
(2) The remaining directors in the case of any such company, and the directors generally in the case of a private company which is
not a subsidiary of a public company, shall, in default of and subject to any regulations in the articles of the company, also be
appointed by the company in general meeting.
Existing Article 82 (1) of the Articles of Association (AoA) of REC provides that the Chairman/ Chairman and Managing Director of the
Company shall be appointed by the President on such terms and conditions, remuneration and tenure as the President may determine
from time to time. The Chairman/ Chairman and Managing Director so appointed shall not be liable to retire by rotation under Section 255
of the Act.
Further, existing Article 82 (2) of the AoA of REC provides that in addition to the Chairman/ Chairman and Managing Director, President
may also appoint Vice Chairman/ Managing Director, Whole-time Functional Director and other Directors in consultation with Chairman/
Chairman and Managing Director. No such consultation will however be necessary in case of appointment of Directors representing the
Govt. The total number of Directors including Chairman/ Chairman and Managing Director/ Vice Chairman/ MD/ Whole-time Functional
Directors and other Directors appointed under this Article shall not exceed 1/3rd of the total number of Directors of the Company and they
shall not be liable to retire by rotation.
The existing Article 82 (3) of the AoA of REC provides that the remaining Directors constituting 2/3rd of the Directors, whether Whole-time
Functional Directors or Part-time Official/ Part-time Non Official Directors will be appointed in the General Meeting, in accordance with
the provisions of the Act. The Directors so appointed shall be liable to retire by rotation.
Prior to the Initial Public Offer (IPO) of shares of REC in March 2008, the entire paid up share capital of REC was held by the Central
Government, and in terms of Govt. Notification No. GSR 906 dated 30-07-1981, Sections 255, 256 and 257 of the Companies Act, 1956
dealing with Appointment of Directors, Ascertainment of Directors retiring by rotation and filling of vacancies thereof were not applicable
to REC.
The Chairman and Managing Director, other Whole-time Functional Directors i.e Director (Finance) and Director (Technical) are appointed
by the President of India through the Ministry of Power. Further the Director representing the Government is also appointed by the
President under this Article. In addition to the Whole-time Functional Directors and Director representing the Government, all other
Directors including the Independent Directors are also appointed by the President. Thus, all Directors of REC are currently appointed by
the President only.
However the Article 82 (2) states that the total number of Directors including CMD/ Functional Directors, and other Directors shall not
exceed 1/3 rd of the total number of Directors of the Company. The same is not practical as the number of Directors appointed under this
Article exceeds 1/3 rd of the total number of Directors. The said Article 82(2) also states that the Directors appointed under this Article shall
not be liable to retire by rotation. This is also not practical as the provisions of Section 255 of the Companies Act, 1956 require that at least
2/3 rd of the Directors should be those who are liable to retire by rotation.