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

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(ii) The terms of reference of the Audit Committee are as under:
(a) to comply with the requirements in accordance with
Section 292A of the Companies Act;
(b) to comply with the requirements relating to the Audit
Committee as envisaged in Clause 49 of the Listing
Agreement and also to comply with the Guidelines on
Corporate Governance issued by the Department of
Public Enterprise (DPE), 2007 for CPSEs in a phased
manner;
(c) to take on record and/or to review unaudited/audited
quarterly/half-yearly/annual financial statements of the
Company.
During the year 2009-10, seven Audit Committee Meetings
were held on 24.05.2009, 15.07.2009, 28.07.2009,
01.09.2009, 29.10.2009, 12.11.2009 and 13.01.2010. Meetings
attended by individual members during the year 2009-10
are detailed below:-
Name of the Position in No. of Meetings
Director, the meetings attended
Designation Committee held
during his
tenure
Dr. M. Govinda Rao,
Independent Director
Chairman 7 6
Shri P. R.
Balasubramanian,
Independent Director
Member 7 6
Dr. Devi Singh,
Independent Director
Member 7 7
Dr. M. Govinda Rao, Chairman of the Audit Committee, was
present at the last AGM held on 19.09.2009 to answer
Shareholders queries.
3.1.2 Sub-Committee for Borrowings other than Debentures
The Sub-Committee of Board of Directors for Borrowings
other than Debentures was constituted by the Board of
Directors in their Meeting held on 29.04.2005. The current
composition of Sub-Committee of Board of Directors for
Borrowings other than Debentures is as follows:
Sl. Name of the Designation Position in
No. Director Committee
1 Dr. J.M. Phatak CMD Chairman
2. Shri H.D Khunteta Director (Finance) Member
3. Shri Guljit Kapur Director (Technical) Member
Quorum of the meeting is minimum 2 directors including
CMD. During the year no Meeting was held.
3.1.3 Sub-Committee for review of lending rates for REC Loans
The Sub- Committee for review of lending rates was
constituted by the Board of Directors in their Meeting held
on 21.07.2006 for reviewing the lending rates of short term
loans. Further the scope of work of the Committee was
enlarged by the Board of Directors in their meeting held on
26.10.2006 to review the lending rates on term loans also.
The current composition of Sub-Committee for review of
lending rates is as follows:
41st ANNUAL REPORT 2009-10
Sl. Name of the Designation Position in
No. Director Committee
1 Dr. J.M. Phatak CMD Chairman
2. Shri H.D Khunteta Director(Finance) Member
3. Shri Guljit Kapur Director (Technical) Member
The quorum for the meetings is 2 directors including CMD.
During the year Eight Meetings of the Sub-Committee were
held on 16.04.2009, 20.05.2009, 11.08.2009, 10.09.2009,
18.09.2009, 23.09.2009, 21.10.2009, 09.12.2009.
3.1.4 Shareholders/Investors Grievances Committee
(i) Constitution of Shareholders/Investors Grievances
Committee
This Committee specifically looks into the redressal of
Shareholders and Investors complaints like transfer of shares,
non receipt of Balance sheet, non receipt of declared
dividend etc. The Committee is chaired by Shri Devender
Singh, Government Nominee Director. The current
composition of Shareholders/ Investors Grievances
Committee is as under:
Sl. Name of the Designation Position in
No. Director Committee
1. Shri Devender Singh Government
Nominee Director
Chairman
2. Shri H.D Khunteta Director(Finance) Member
3. Shri Guljit Kapur Director(Technical) Member
(ii)
Registrar & Share Transfer Agents (RTAs) appointed by the
Company are standing invitees at the Meetings of
Shareholders/Investors Grievances Committee. During the
year 2009-10, four meetings of the Shareholders/Investors
Grievances Committee were held on 20.05.2009, 27.07.2009,
20.10.2009 and 13.01.2010 to review the grievance procedure
and status of pending Shareholders/Investors grievances.
Shri B.R.Raghunandan, ED & Company Secretary is the
Compliance Officer of the Company in terms of clause 47 of
the Listing Agreement.
Status of Shareholders/Investors Grievances
During the financial year ended 31st March, 2010, Company
has attended to investors grievances expeditiously and
promptly. Status of Shareholders/Investors Grievances for
the Period from 01.04.2009 to 31.03.2010 related to Equity
Shares/Listed Debt Securities is as follows:-
Pending at the beginning of the year Nil
Received during the year 1832
Disposed off during the year 1832
Lying unresolved as on 31.03.2010 Nil
3.1.5 Loan Committee
The Loan Committee was constituted by the Board of
Directors in its Meeting held on 26.05.2008. It has been
constituted for sanction of loans:
(i) to Central/State Government Power utilities in excess of
Rs. 150 crore but upto Rs 500 crore in each case, with an
annual ceiling of upto Rs. 20,000 crore; and