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

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46 3.1.8 FPO Committee During the year under review the FPO Committee was constituted by Board of Directors in their Meeting held on 16.10.2009 to take all decisions relating to the Follow-on- Public Offering . The composition of the FPO Committee was as follows: Sl. Name of the Designation Position in No. Director Committee 1. Shri P.Uma Shankar CMD Chairman 2. Shri H.D. Khunteta Director (Finance) Member 3. Shri Guljit Kapur Director (Technical) Member Quorum of the Committee was two Directors including Chairman. During the year 5 Meetings were held on 25.01.2010, 14.02.2010, 25.02.2010 (two meetings on same day) and 05.03.2010. Subsequently the FPO Committee was dissolved by the Board of Directors at their meeting held on 19th May 2010. 3.1.9 Sub-Committee for considering and recommending proposals for Equity Investment in Power Projects. During the year under review a Sub-Committee of the Board was formed in the 362nd Board Meeting held on 19th March, 2010 to examine and look into various aspects of the proposals of equity investment on detailed terms and conditions as considered appropriate and make recommendations to the Board for further consideration. The composition of the Sub-Committee for considering and recommending proposals for Equity Investment in Power Projects is as follows: Sl. Name of the Designation Position in No. Director Committee 1. Shri H.D. Khunteta Director (Finance) Chairman 2. Shri Guljit Kapur Director (Technical) Member 3. Dr. Devi Singh Independent Director Member 3.2 Quorum of the Committee is two members including Chairman. During the year no Meeting was held. Committee constituted by CMD The Board of Directors at its Meeting held on 20.04.2009 had authorized CMD to constitute a Committee of Directors to consider the following terms of reference: (i) To work out the details and modalities regarding the revision of Perks and Allowances, Superannuation Benefits and Other items not specifically covered in the proposal to the Board of Directors in its 348th Meeting held on 20th April 2009. 41st ANNUAL REPORT 2009-10 (ii) To make recommendations to the CMD with regard to revision of items mentioned in Sl. No. (i) above in line with the guidelines issued by the Department of Public Enterprises in respect of each of them. Accordingly CMD has constituted a Committee of Directors to consider the aforesaid terms of reference with the following composition: Sl. Name of the Designation Position in No. Director Committee 1. Shri P.R. Independent Chairman Balasubramanian Director 2. Shri H.D. Khunteta Director(Finance) Member 3. Shri Guljit Kapur Director (Technical) Member Quorum of the Committee is two Directors including Chairman and ED(HR) as Standing Invitee. During the year no Meeting was held. 4. SHARE TRANSFER COMMITTEE In addition to the Committees of the Board as detailed from 3.1.1 to 3.1.9 above there is a Share Transfer Committee comprising of Senior Officers. The Share Transfer Committee was reconstituted by Board of Directors in their Meeting held on 28.07.2008. The Committee has been constituted to consider and approve requests received from shareholders for splitting/consolidation and transfer of physical shares exceeding 500 equity shares per individual in each case. The current composition of Share Transfer Committee is as follows: Sl.No. Name of the Officer Designation 1. Shri B.R. Raghunandan ED & Company Secretary 2. Shri Ajeet Kumar Agarwal GM (Fin)- Resources Registrar and Share Transfer Agent has been authorized to consider and approve requests received from shareholders for splitting/consolidation and transfer of physical shares upto 500 equity shares per individual in each case. 5. SUBSIDIARY COMPANIES The Company does not have any “material non-listed Indian subsidiary” as defined in Clause 49 of the Listing Agreement. The Minutes of the Board Meetings of Unlisted Subsidiary Companies were placed before the Board of REC for information. The Financial Results of Subsidiary Companies were reviewed by the Audit Committee of Board of Directors of REC. Further all significant transactions and arrangements entered into by the Subsidiary Companies were brought to the attention of Board of Directors of the Company.
RURAL ELECTRIFICATION CORPORATION LIMITED 6. ANNUAL GENERAL MEETINGS No. Year Location Date Whether & Time any Special Resolution passed 38th 2006-07 Registered Office, 27.09.2007 No Core-4, SCOPE Complex, 7, Lodhi Road, New Delhi-110003 3.00 P.M. 39th 2007-08 Air Force 24.09.2008 No Auditorium Subroto Park Dhaula Kuan New Delhi-110010 10.00 A.M 40th 2008-09 Air Force 19.09.2009 Yes Auditorium Subroto Park Dhaula Kuan New Delhi-110010 11.00 A.M. 7. POSTAL BALLOT The Company passed with requisite majority a Special Resolution through Postal Ballot for amendment to the Main Objects Clause of the Memorandum of Association(MOA) of REC for insertion of following additional Sub- clause No. 10 after existing Sub- clause 9 in Clause III(a) of the MOA. “(10) To finance and to provide assistance for those activities having a forward and/ or backward linkage with power projects, (including but not limited to), such as development of coal and other mining activities for use as fuel in power projects, development of other fuel supply arrangements for the power sector, and to meet other enabling infrastructure facilities that may be required for the speedy and effective development of power sector.” Mr. Sanjay Grover, FCA, FCS, Practicing Company Secretary, New Delhi, was appointed as Scrutinizer to conduct Postal Ballot voting process in a fair and transparent manner and to receive and scrutinize the completed Ballot Forms from the members. The results of voting through Postal Ballot was declared at the 40th AGM of the Company held on 19th September 2009 in New Delhi. The details of voting through Postal Ballot are as under: Sl. Description No. of No. of No. of No. Shareholders Shares votes 1. Votes in favour 3,815 73,10,79,018 73,10,79,018 2. Votes against 66 5,759 5,759 3. Invalid votes 279 27,318 27,318 8. DISCLOSURES (i) There are no materially significant transactions with related parties i.e. promoters, directors or the management, conflicting with the Company’s interest. There were also no instances of non-compliance on any matter related to the Capital Markets during the last three years. There were no penalties imposed or strictures passed against the Company by the statutory authorities in this regard. (ii) Whistle Blower policy is not a mandatory requirement. Company is yet to frame a policy in this regard. (iii) The Company affirms that no personnel have been denied access to the Audit Committee. (iv) The Company has adopted all suggested items to be included in the Report on Corporate Governance. (v) All members of Senior Management have made disclosures to the Board relating to all material financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company at large (e.g. dealing in company shares, commercial dealings with bodies which have shareholding of management and their relatives etc). (vi) There is no inter-se relationship between directors of the Company, as per declarations received. Additional Disclosures as required under the Guidelines on Corporate Governance for CPSEs issued by Department of Public Enterprises: (i) Items of expenditure debited in books of accounts, which are not for the purpose of the business: NIL (ii) Expenses incurred which are personal in nature and incurred for the Board of Directors and Top Management: NIL (iii) Administrative and office expenses as a percentage of total expenses for the year 2009-10 is 0.68% (Previous year 0.74%) and as a percentage of financial expenses for the year 2009- 10 is 0.71% (Previous year 0.77%). Information on adoption/non-adoption of non-mandatory requirements is given hereunder: Non-Mandatory Requirements i. The Board: The Company is headed by an Executive Chairman. All the Independent Directors on the Board of the Company were appointed for the first time in December 2007/ January 2008 and the question of their tenure exceeding, in aggregate, a period of nine years does not arise. ii. Remuneration Committee: The appointment of Directors and payment of their remuneration are decided by the President of India as per the Articles of Association of the Company. There was no Remuneration Committee of the Company in the Financial Year 2009-10. However in accordance with the directions of DPE vide O.M. dated 26.11.2008, 9.2.2009 and 2.4.2009, the Board of REC has constituted a Remuneration Committee on 20.04.2009 to decide the annual bonus/variable pool and policy for its distribution across the executives and Non Unionised Supervisors within the prescribed limits. iii. Shareholders Rights: As of now there is no system of sending half yearly financial performance including summary of the significant events in the last six months to each household of shareholders. However the quarterly financial results of 47
Page 2 and 3: CORPORATE OFFICE ZONAL OFFICES REGI
Page 4 and 5: 2 CONSISTENT GROWTH OVER 10 YEARS P
Page 6 and 7: 4 MISSION Mission & Objectives 41st
Page 8 and 9: 6 PERFORMANCE HIGHLIGHTS 41st ANNUA
Page 10 and 11: 8 ACKNOWLEDGEMENTS 41st ANNUAL REPO
Page 12 and 13: 10 41st ANNUAL REPORT 2009-10 82(3)
Page 14 and 15: 12 41st ANNUAL REPORT 2009-10 11. A
Page 16 and 17: 14 41st ANNUAL REPORT 2009-10 As me
Page 18 and 19: 16 Shri Venugopal N. Dhoot Dr. Devi
Page 20 and 21: 18 SHRI DEVENDER SINGH Government N
Page 22 and 23: 20 To The Shareholders, The Directo
Page 24 and 25: 22 crore and Fixed Assets of Rs.89.
Page 26 and 27: 24 (DSM), Municipal DSM, Bachat Lam
Page 28 and 29: 26 Sl. Programme No. of No. of No.
Page 30 and 31: 28 21.3 Four quarterly review meeti
Page 32 and 33: 30 Electricity Department of Manipu
Page 34 and 35: 32 41st ANNUAL REPORT 2009-10 TABLE
Page 42 and 43: 40 The performance orientation buil
Page 44 and 45: 42 As a listed company and a good c
Page 46 and 47: 44 (ii) The terms of reference of t
Page 50 and 51: 48 the Company are published in lea
Page 52 and 53: 50 (xi) Distribution of Shareholdin
Page 54 and 55: 52 SOURCES OF FUNDS Shareholders’
Page 56 and 57: 54 Authorised SCHEDULE ‘1’ CAPI
Page 58 and 59: 56 88th Series - 8.65% Redeemable a
Page 60 and 61: 58 SCHEDULE- ‘5’ FIXED ASSETS A
Page 62 and 63: 60 SCHEDULE ‘8’ DEFERRED TAX LI
Page 64 and 65: 62 SCHEDULE ‘11’ OPERATING INCO
Page 66 and 67: 64 SCHEDULE ‘15’ ADMINISTRATION
Page 68 and 69: 66 15. Auditors’ Remuneration inc
Page 70 and 71: 68 25. Subsequent to settlement of
Page 72 and 73: 70 Changes in the Fair value of Pla
Page 74 and 75: 72 Rs. In Lacs. Particulars As at N
Page 76 and 77: 74 For the purpose of application o
Page 78 and 79: 76 In terms of our Report of even d
Page 80 and 81: 78 To The Members of Rural Electrif
Page 82 and 83: 80 by our audit and in the immediat
Page 84 and 85: 82 COMMENTS OF THE COMPTROLLER & AU
Page 86 and 87: 84 CONSOLIDATED SOURCES OF FUNDS Sh
Page 88 and 89: 86 CONSOLIDATED Authorised SCHEDULE
Page 90 and 91: 88 CONSOLIDATED 88th Series - 8.65%
Page 92 and 93: 90 CONSOLIDATED SCHEDULE- ‘5’ C
Page 94 and 95: 92 CONSOLIDATED SCHEDULE ‘8’ DE
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96 CONSOLIDATED SCHEDULE ‘17’ C
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98 CONSOLIDATED 21. Disclosure in r
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100 CONSOLIDATED Amounts recognized
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102 CONSOLIDATED 35. The Corporatio
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104 CONSOLIDATED CONSOLIDATED SIGNI
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106 AUDITORS’ REPORT TO THE BOARD
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108 ADDRESSES OF REC OFFICES Sl. RE
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110 Sl. REC Offices Addresses Telep
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REC- 1-51.p65 - Rural Electrification Corporation Ltd.

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