west bengal state electricity transmission …compliance report) memo...format to be submitted by...
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West Bengal State Electricity Transmission Company Limited(A Government of West Bengal Enterprise)
CIN:U40101 WB2007SGCl13474, Website: www.wbsetcl.inOffice of the Company Secretary, Bth Floor, 'A '<Block, Vidyut Bhavan
W033-2334-9020 : ~(Fax):033-2334-9020 : C8J virendra.singhrgjwbsetcl.inRegistered Office: Vidyut Bhawan : Block-Dd, Sector-If : Bidhannagar : Kolkata-700 091
•Memo No. TCLlCS1711 3193 Date: s" April, 2016
ToThe Manager (Listing),BSE Limited,Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai-400 001
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 2nd September, 2015, the
undersigned is hereby forwarding the Quarterly Corporate Governance Report for the quarter ended
on 3151 March, 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
ANNEXURE IFormat to be submitted by listed entity on quarterly basis
1. Name of Listed Entity:2 Quarter ending:
West Bengal State Electricity Transmission Company Ltd.sa" March, 2016
I. Composition of Board of Directors
Titl Name of the PAN :j; Category Date of Tenure No of Number No of post ofe Director & {Chairperson Appointmen 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/i n term/ including keholder entitiesdependent/ cessation this Committ including thisNominee) listed ee (s) listed entity
entity including {Refer(Refer this Regulation
Regulatio 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 2016
Mr Susanta Kumar ACOPD6940Q Managing z"Das & Director September, WBSETCL
DIN- 201305167280
Mr Anjan ACMPC6176F Director i" July, 2010 WBSETCLChowdhuri & (F&A) & CFO
DIN-03144031
Mr Manas ADXPB1467A Director i" August, WBSETCLBandyopadhyay & (Operations) 2013
DIN06661158
Mr Somnath ACUPB0128J Director 9th January, WBSETCLBhattacharya & (Projects) 2015
DIN-07097990
1) AuditMr Sreekumar AAAPM1336K Independent rz" August, 3 years WBSETCL WBSETCL Committee:
Majumdar & Director 2007 chairman,DIN-
00004726 2) Nomination&RemunerationCommittee:Chairman,
3) CSRCommittee:Chairman
1) AuditMs Saswati ADUPB7590D Non- s" May, WBSETCL WBSETCL Committee:
Banerjee, IAS & Executive 2014 WBSEDCL Member,DIN- Director
05141833 2) Nomination&RemunerationCommittee:Member
1)AuditMr Biswaranjan ABKPM7361H Independent so" July, WBSETCL WBSETCL Committee:
Mishra & Director 2014 PGCIL Member,'+- -DIN- 0 ro•..... co
06455252 <lJ c 2)Nomination~ <lJco0 +-' &•..... V)<lJ <lJ Remunerations: St Committee::::J '+-
'+- 0- :> Member,..;::;c 0::l ~
3)CSRCommittee:Member
Mr Hari Krishna ADUPD7183Q Non- rd b WBSETCL3 Fe ruary,Dwivedi, IAS & Executive 2012 WBIDFCL
DIN- Director01952502
SpAN number of any director would not be displayed on the website of Stock Exchange &category of directorsmeans executive/non-executive/independent/Nominee. if a director fits into more than one category write allcategories separating them with hyphen
* to be filled only for Independent Director. Tenure would mean total period from which Independent director is servingon Board of directors of the listed entity in continuity without any cooling off period.# Shri Gopal Krishna, IAShas resigned from the Board of Directors w.e.f 18th January, 2016
II. Composition of Committees
Name of the Committee Name of the Committee Category (Chairperson/Executive/Non-members Executive/i ndepen dent/Nom inee)
1. 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)Mr. Susanta Kumar Das Executive DirectorMr. Manas Bandyopadhyay Executive DirectorSmt. Saswati Banerjee, IAS Non-executive DirectorMr. Biswaranjan Mishra Independent Director
3. Risk Management Committee (if applicable) Mr. Anjan Chowdhuri Executive DirectorMr. Manas Bandyopadhyay Executive DirectorMr. Somnath Bhattacharya Executive Director
4. Stakeholders Relationship Committee Not yet constitutedCategory 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)
9th November, 2015 2ndFebruary, 2016 84 days
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 daysAudit Committee:Not yet happened as it is notstatutorily required under Previous meeting was held Not ApplicableCompanies Act, 2013 as Not applicable on iv" July, 2015envisaged in erstwhile listingagreement approval of accountsrequired to be made half-yearlyin respect of bond listedCompanies
CSRCommittee:Not yet happened as it is notstatutorily required to hold the Previous meeting was held Not Applicablemeeting in every quarter in a Not applicable on 2nd February, 2016financial year under CompaniesAct, 2013
Nomination & RemunerationCommittee: Previous meeting was heldNot yet happened as it is not on 2nd April,2015statutorily required to hold the Not Applicablemeeting in every quarter in a Not applicablefinancial year under CompaniesAct, 2013
-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 apart from that all other transactions take place inarm's length price, (as the tariff for transmission of electricity is determined by West Bengal Electricity RegulatoryCommission), 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 RPT entered into pursuant to omnibusapproval have been reviewed by Audit Committee
Note1. 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
1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements)Regulations, 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. Risk management 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.
5. 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
~t,vCViren Singh
Company Secretary -././/
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However ifthere is no change of information in subsequent quarter(s) of that financial year, this information may not begiven by Listed entity and instead a statement "same as previous quarter" may be given.