West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance...

5
West Bengal State Electricity Transmission Company Limited (/1 Government of We.\! Bengal Enterprise) ~ Cl N, U40 I 0 I W1l2007SCC 113474, Webs; rc: www.wbsctcl.in .,;-:--:-. . Office of lite Company Secretary, 811tFloor, '/1 '-Block, Vidyut BI1llVlIl1 2033-2334-9020 : ~(Fnx):033-2334-902() : [;[email protected] Registcred Office: Vidyut Bhawan : Block-Dd, Sector-Il : Bidhannagar : Kolkata-700 091 ~ Mel110 o. TCLICS/7I/-S)'1~ Date: 6 1h October, 2016 To The Manager (Listing), BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 00 I Sub: Quarterly Corporate Governance Report of WBSETCL Sir, Pursuant to Regulation 27 (2) (a) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 dated 2 ntl September, 2015, the undersigned is hereby forwarding the Quarterly Corporate Governance Report for the quarter ended on so" September, 2016 which is enclosed and marked as Annexure-I. This is for your kind information and record please. Thanking you, Yours faithfully Enclo: As above

Transcript of West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance...

Page 1: West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance Report 2-21-10-2016.pdf · West Bengal State Electricity Transmission Company Limited

West Bengal State Electricity Transmission Company Limited(/1 Government of We.\! Bengal Enterprise)

~ Cl N,U40 I0 IW1l2007SCC 113474, Webs; rc: www.wbsctcl.in.,;-:--:-.. Office of lite Company Secretary, 811tFloor, '/1 '-Block, Vidyut BI1llVlIl1

2033-2334-9020 : ~(Fnx):033-2334-902() : [;[email protected] Office: Vidyut Bhawan : Block-Dd, Sector-Il : Bidhannagar : Kolkata-700 091

~Mel110 o. TCLICS/7I/-S)'1~ Date: 61h October, 2016

ToThe Manager (Listing),BSE Limited,Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai-400 00 I

Sub: Quarterly Corporate Governance Report of WBSETCL

Sir,

Pursuant to Regulation 27 (2) (a) of Securities and Exchange Board of India (Listing

Obligations and Disclosures Requirements) Regulations, 2015 dated 2ntl September, 2015, the

undersigned is hereby forwarding the Quarterly Corporate Governance Report for the quarter ended

on so" September, 2016 which is enclosed and marked as Annexure-I.

This is for your kind information and record please.

Thanking you,

Yours faithfully

Enclo: As above

Page 2: West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance Report 2-21-10-2016.pdf · West Bengal State Electricity Transmission Company Limited

ANNEXURE I

1. Name of Listed Entity:2. Quarter ending.

West Bp.:18al State Electricity Transmission Company Ltd.so" September, 20] G

I. Composition of Board of Directors

- ------- - - --- - $----- - ..-. - .- -- -- - - -.----- ~----_.__ . - - -- ITitl Name of the PAN Category Date of Tenure No of Number No of post ofe Director & (Chairperson Appointmcn Directors of Chairperson in

(Mr DIN / t hip in members Audit/Stakehol/ Executive/ In the listed hips in der Committee

Ms) Non- current entities Audit/Sta held in listedExecutive/in term/ including keholder entitiesdependent/ cessation this Committ including thisNominee) listed ee (5) listed entity

entity including (Refer(Refer this Regulation

Hegulatio listed 26(1) of Listingn 2(1) of entity Regulations)Listing (Refer

Regulatio Regulations) n 26(1)

of ListingRegulatio

- .- - -------- ------. ---- - ns) ---------Non-

Mr Surisetti DIN- Executive 2nd WBSETCLKishore, 00062396 Director February,

IAS & Chairman 2016--- I-- ------- 1--------- f.--. .- 1----- 1-._-----1------ ---.-

Mr Rajesh pandey, AEGPP4340A Managing2~ jIAS & Director September, WBSETCL

DIN- 201603569753--- ---------- 1----------- -.-.------- ---- --

Mr Trilochan Panda AHBPP7369K Director s" WBSETCL& (F&A) & CFO September,

DIN- 201600836793---- - --------._- -------_ ..---.----- ----- ------ -"-

Mr Sabyasachi Roy ACUPR6531M Director r" August, WBSETCL& (Operations) 2016

DIN07599524

Mr Somnath ACUPB0128J Director 9th January, WBSETCLBhattacharya & (Projects) 2015

DIN-07097990

'---

Page 3: West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance Report 2-21-10-2016.pdf · West Bengal State Electricity Transmission Company Limited

0 ________

I.:.----r- II' YO'" I WBSHCl

1) AuditMr Sreekumar AAAPM1336K Independent rz" August, WBSETCL Committee:

Majumdar & Director 2007 Chairman,DIN-

00004726 I 2) Nomination&RemunerationCommittee:Chairman,

3)CSRCommittee:Chairman

WBSETCL:Ms Saswati ADUPB7590D Non- s" May, WBSETCL WBSETCL 1) Audit

Banerjee, IAS & Executive 2014 WBSEDCL WBSEDCL Committee:DIN- Director Member,

051418332) Nomination&RemunerationCommittee:Member

WBSEDCL:1) AuditCommittee:Member,

- 2) Nomination&RemunerationCommittee:Member

l)AuditMr Biswaranjan ABKPM7361H Independent so" July, WBSETCL WBSETCL Committee:

Mishra & Director 2014 Member,DIN- - -o co

Qj tlD06455252 c 2)Nomination-u ClJ•.•.OJ

&o +'Qj VI

ClJ Remuneration.I:: 3t_ Committee:.2 0

-- :> Member,+'c 0:::l~

3)CSRCommittee:Member

Mr Hari Krishna ADUPD7183Q Non- 3,d February, WBSETCLDwivedi, IAS & Executive 2012 WBIDFCL

- DIN- Director01952502 I-

Page 4: West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance Report 2-21-10-2016.pdf · West Bengal State Electricity Transmission Company Limited

,----- -,---- ----------- -

SpANnumber of any director would not be displayed on the website of Stock Exchange&Category ~f directorsmeans executive/non-executive/independent/Nominee, if a director fits into more than one category write 1111

-Icategories separating them with hyphen• to be filled only for Independent Director, Tenure would mean total period from which Independent director is servingon Boardof directors of the listed entity in continuity without any cooling off period.

II. Composition of Committees

Nameof the Committee Name of the Committee Category (Chairperson/Executive/Non-members Executive/independent/Nominee)

l. Audit Committee Mr. Sreekumar Majumdar Chairman (Independent Director)Mr. Biswaranjan Mishra Independent DirectorSmt. Saswati Banerjee, IAS Non-executive Director

2. Nomination & Remuneration Committee Mr. Sreekumar Majumdar Chairman (Independent Director)Smt. Saswati Banerjee, IAS Non-executive DirectorMr. Biswaranjan Mishra Independent Director

3. RiskManagement Committee (if applicable) Mr. Trilochan Panda Executive DirectorMr. SabyasachiRoy Executive DirectorMr. Somnath Bhattacharya Executive Director

4. Stakeholders Relationship Committee Mr.Sreekumar Majumdar Chairman (Independent Director)Mr. Trilochan Panda Executive DirectorMr. Virendra Singh Company Secretary

Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one categorywrite all categories separating them with hyphen

-III. Meeting of Board of Directors .

Date(s) of Meeting (if any) in the previous quarter Date of Meeting (if any) in Maximum gap between any twothe relevant quarter consecutive (in number of days)

12'" May, 2016 28'" July & 26'" September, 76 days2016 Difference in number of days has been

calculated from rz" May, 2016 to zs"July, 2016. In the quarter ended on so"September, 2016 2(two) meetingswere held, i.e., on zs" July & zs"September, 2016.

IV. Meeting of Committees

Date(s) of meeting of the Whether requirement of Date(s) of meeting of the Maximum gap between anycommittee in the relevant Quorum met (details) committee in the previous two consecutive meetings inquarter quarter number of days

Audit Committee: Yes iz" May, 2016 76 dayszs" July, 2016; and Difference in number of dayszs" September, 2016 has been calculated from 12'h

May, 2016 to zs" July, 2016. Inthe quarter ended on so".September, 2016 2(two)meetingswere held, i.e., on zs"July& zs" September,2016.

-------------'1

Page 5: West Bengal State Electricity Transmission Company Limitedwbsetcl.in/ComplianceReport/Compliance Report 2-21-10-2016.pdf · West Bengal State Electricity Transmission Company Limited

~--- ---I(SR Committee: Yes zs" July, 2016 Not Applicable

NaminatioR & RemunerationCQlflmitttl6:Not yet happened as it is not Not applicable Previous meeting was held Not Applicablestatutorily required to hold the on 2nd April,201Smeeting in every quarter in CIfinancial year under CompaniesAct, 2013- no such provision hasbeen envisaged in Regulation19

This information has to be mandatorily be given for audit committee, for rest of the committees giving thisinformation is optional

v. Related Party Transactions

Not applicable as transaction between the Govt. Companies is exempted, vide notification. N. G.S.R. 463(E) dated s"June, 2015 of Ministry of Corporate Affairs, Govt. of India and as specified in Regulation 23. Aport from that all othertransactions take place In arm's length price, (as the tariff for transmission of electricity is determined by WestBengal Electricity Regulatory Commission), hence the transaction does not qualify the criterion for RPT.

Subject Compliance Status (Yes/No/NA)

Whether prior approval of audit committee obtained

Whether shareholder approval obtained for material RPT

Whether details of RPTentered into pursuant to omnibusapproval have been reviewed by Audit Committee

Notel. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A .. For example,

if the- Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may beindicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated

2. If status is "No" details of non-compliance may be given here.VI. Affirmations

l. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements)Regulationll, 2015.

2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements)Regulations, 2015

a. Audit Committeeb. Nomination & remuneration committeec. Stakeholders relationship committeed. Riskmanagement committee ( applicable to the top 100 listed entities)

3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI(Listing obligations and disclosure requirements) Regulations, 2015.

4. The meetings of the board of directors and the above committees have conducted in the manner as specified inSEBI(Listing obligations and disclosure requirements) Regulations, 2015.

S. This report and / or the report submitted in the previous quarter has been placed before Board of Directors. Anycomments/ observations/advice of Board of Directors may be mentioned here:

Name & Designation

Vi~/Company Secretary

Note.

Informationat Table I and II aboveneedto be necessarilygivenin 1st quarter of eachfinancialyear. Howeverif there is no changeof information in subsequentquarterts) of that financial year, this information may not be given by listed entity and instead astatement"sameaspreviousquarter" maybegiven.