REC- 1-51.p65 - Rural Electrification Corporation Ltd.
REC- 1-51.p65 - Rural Electrification Corporation Ltd.
REC- 1-51.p65 - Rural Electrification Corporation Ltd.
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RURAL ELECTRIFICATION CORPORATION LIMITED<br />
6. ANNUAL GENERAL MEETINGS<br />
No. Year Location Date Whether<br />
& Time any<br />
Special<br />
Resolution<br />
passed<br />
38th 2006-07 Registered Office, 27.09.2007 No<br />
Core-4,<br />
SCOPE Complex,<br />
7, Lodhi Road,<br />
New Delhi-110003<br />
3.00 P.M.<br />
39th 2007-08 Air Force 24.09.2008 No<br />
Auditorium<br />
Subroto Park<br />
Dhaula Kuan<br />
New Delhi-110010<br />
10.00 A.M<br />
40th 2008-09 Air Force 19.09.2009 Yes<br />
Auditorium<br />
Subroto Park<br />
Dhaula Kuan<br />
New Delhi-110010<br />
11.00 A.M.<br />
7. POSTAL BALLOT<br />
The Company passed with requisite majority a Special<br />
Resolution through Postal Ballot for amendment to the Main<br />
Objects Clause of the Memorandum of Association(MOA)<br />
of <strong>REC</strong> for insertion of following additional Sub- clause<br />
No. 10 after existing Sub- clause 9 in Clause III(a) of the<br />
MOA.<br />
“(10) To finance and to provide assistance for those<br />
activities having a forward and/ or backward linkage<br />
with power projects, (including but not limited to), such<br />
as development of coal and other mining activities for<br />
use as fuel in power projects, development of other fuel<br />
supply arrangements for the power sector, and to meet<br />
other enabling infrastructure facilities that may be<br />
required for the speedy and effective development of<br />
power sector.”<br />
Mr. Sanjay Grover, FCA, FCS, Practicing Company Secretary,<br />
New Delhi, was appointed as Scrutinizer to conduct Postal<br />
Ballot voting process in a fair and transparent manner and<br />
to receive and scrutinize the completed Ballot Forms from<br />
the members.<br />
The results of voting through Postal Ballot was declared at<br />
the 40th AGM of the Company held on 19th September 2009<br />
in New Delhi. The details of voting through Postal Ballot<br />
are as under:<br />
Sl. Description No. of No. of No. of<br />
No. Shareholders Shares votes<br />
1. Votes in favour 3,815 73,10,79,018 73,10,79,018<br />
2. Votes against 66 5,759 5,759<br />
3. Invalid votes 279 27,318 27,318<br />
8. DISCLOSURES<br />
(i) There are no materially significant transactions with related<br />
parties i.e. promoters, directors or the management,<br />
conflicting with the Company’s interest. There were also no<br />
instances of non-compliance on any matter related to the<br />
Capital Markets during the last three years. There were no<br />
penalties imposed or strictures passed against the Company<br />
by the statutory authorities in this regard.<br />
(ii) Whistle Blower policy is not a mandatory requirement.<br />
Company is yet to frame a policy in this regard.<br />
(iii) The Company affirms that no personnel have been denied<br />
access to the Audit Committee.<br />
(iv) The Company has adopted all suggested items to be included<br />
in the Report on Corporate Governance.<br />
(v) All members of Senior Management have made disclosures<br />
to the Board relating to all material financial and commercial<br />
transactions, where they have personal interest that may have<br />
a potential conflict with the interest of the Company at large<br />
(e.g. dealing in company shares, commercial dealings with<br />
bodies which have shareholding of management and their<br />
relatives etc).<br />
(vi) There is no inter-se relationship between directors of the<br />
Company, as per declarations received.<br />
Additional Disclosures as required under the Guidelines on<br />
Corporate Governance for CPSEs issued by Department of Public<br />
Enterprises:<br />
(i) Items of expenditure debited in books of accounts, which<br />
are not for the purpose of the business: NIL<br />
(ii) Expenses incurred which are personal in nature and incurred<br />
for the Board of Directors and Top Management: NIL<br />
(iii) Administrative and office expenses as a percentage of total<br />
expenses for the year 2009-10 is 0.68% (Previous year 0.74%)<br />
and as a percentage of financial expenses for the year 2009-<br />
10 is 0.71% (Previous year 0.77%).<br />
Information on adoption/non-adoption of non-mandatory<br />
requirements is given hereunder:<br />
Non-Mandatory Requirements<br />
i. The Board: The Company is headed by an Executive<br />
Chairman. All the Independent Directors on the Board of<br />
the Company were appointed for the first time in December<br />
2007/ January 2008 and the question of their tenure<br />
exceeding, in aggregate, a period of nine years does not arise.<br />
ii. Remuneration Committee: The appointment of Directors and<br />
payment of their remuneration are decided by the President<br />
of India as per the Articles of Association of the Company.<br />
There was no Remuneration Committee of the Company in<br />
the Financial Year 2009-10. However in accordance with<br />
the directions of DPE vide O.M. dated 26.11.2008, 9.2.2009<br />
and 2.4.2009, the Board of <strong>REC</strong> has constituted a<br />
Remuneration Committee on 20.04.2009 to decide the annual<br />
bonus/variable pool and policy for its distribution across<br />
the executives and Non Unionised Supervisors within the<br />
prescribed limits.<br />
iii. Shareholders Rights: As of now there is no system of sending<br />
half yearly financial performance including summary of the<br />
significant events in the last six months to each household<br />
of shareholders. However the quarterly financial results of<br />
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