5
West Bengal State Electricity Transmission Company Limited . .. (A Government of West Bengal Enterprise) ; ~ CIN:U40101WB2007SGC113474, Website: www.wbsetcl.in .~ Office of the Com!!any Secretary, 8th Floor, 'A.'-Block, ~idyut Bhavan . ir033-2334-9020 : ~(Fax):033-2334-9020 : ~ virendra.singhtgiwbsetcl.in Registered Office: Vidyut Bhawan : Block-DJ, Sector-II: Bidhannagar: Kolkata-700 091 Memo No. TCLlCS17113463 Date: 3 rd January, 2017 To The Manager (Listing), BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 Sub: Quarterly Corporate Governance Report of WBSETCL .su, Pursuant to Regulation 27 (2) (a) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 dated 2 nd September, 2015, the undersigned is hereby forwarding the Quarterly Corporate Governance Report for the quarter ended on 31 st December, 2016 which is enclosed and marked as Annexure-I. This is for your kind information and record please. Thanking you, Enclo: As above -, Yours faithfully Vir~W Company Secretary

West Bengal State Electricity Transmission Company LimitedCompliance... · 2017-01-11 · West Bengal Stat eEl ctricity Transmission Company Ltd. ai"December, 2016 I. Composition

  • Upload
    others

  • View
    2

  • Download
    0

Embed Size (px)

Citation preview

Page 1: West Bengal State Electricity Transmission Company LimitedCompliance... · 2017-01-11 · West Bengal Stat eEl ctricity Transmission Company Ltd. ai"December, 2016 I. Composition

West Bengal State Electricity Transmission Company Limited. .. (A Government of West Bengal Enterprise) ;~ CIN:U40101WB2007SGC113474, Website: www.wbsetcl.in

. ~ Office of the Com!!any Secretary, 8th Floor, 'A.'-Block, ~idyut Bhavan .ir033-2334-9020 : ~(Fax):033-2334-9020 : ~ virendra.singhtgiwbsetcl.in

Registered Office: Vidyut Bhawan : Block-DJ, Sector-II: Bidhannagar: Kolkata-700 091•

Memo No. TCLlCS17113463 Date: 3rd January, 2017

ToThe Manager (Listing),BSE Limited,Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai-400 001

Sub: Quarterly Corporate Governance Report of WBSETCL

.su,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 31st December, 2016 which is enclosed and marked as Annexure-I.

This is for your kind information and record please.

Thanking you,

Enclo: As above

-,

Yours faithfully

Vir~WCompany Secretary

Page 2: West Bengal State Electricity Transmission Company LimitedCompliance... · 2017-01-11 · West Bengal Stat eEl ctricity Transmission Company Ltd. ai"December, 2016 I. Composition

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

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

West Bengal State Electricity Transmission Company Ltd.ai" December, 2016

I. Composition of Board of Directors

Titl Name of the PAN s Category Date of Tenure No of Number No of post ofe Director & (Chairperson Appointment Directors of Chairperson in

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

Ms) Non- cessation entities Audit/Sta held in listedExecutive/in including keholder entitiesdependent/ 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 Regulatio

~ ns) n 26(1)of ListingRegulatio

ns)Non-

Mr Surisetti DIN- Executive 2nd February, WBSETCLKishore, 00062396 Director 2016

IAS & Chairman

Mr Rajesh AEGPP4340A Managing 2nd

pandey,IAS & Director September, WBSETCLDIN- 2016

03569753

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

DIN- 201600836793

Mr Sabyasachi ACUPR6531M Director i" August, WBSETCLRoy & (Operations) 2016

DIN07599524

Mr Somnath ACUPB0128J Director thWBSETCL9 January,

Bhattacharya & (Projects) 2015DIN-

07097990

Page 3: West Bengal State Electricity Transmission Company LimitedCompliance... · 2017-01-11 · West Bengal Stat eEl ctricity Transmission Company Ltd. ai"December, 2016 I. Composition

- 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

4) Stakeholder relationCommittee:Chairman

WBSETCl:Ms Saswati ADUPB7590D Non- s" May, 2014 WBSETCL WBSETCL 1) Audit

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

~ 05141833 2) Nomination&RemunerationCommittee:Member

WBSEDCl:1) AuditCommittee:Member,

2) Nomination&RemunerationCommittee:Member,

I)AuditMr Biswaranjan ABKPM7361H Independent so" July, 2014 WBSETCL WBSETCL Committee:

Mishra &4-

Iii Member,Director 0'- co

DIN- Q) c"E Q)

c::o2)Nomination06455252 0 .•..

'- VlQ) Q) &.c S+-'

Remuneration'- 4-:::> 04-

0';:; ::> Committee:c 0

Member,::J \.9

Page 4: West Bengal State Electricity Transmission Company LimitedCompliance... · 2017-01-11 · West Bengal Stat eEl ctricity Transmission Company Ltd. ai"December, 2016 I. Composition

Mr Hari Krishna ADUPD7183Q Non- 3'd February, WBSETCLDwivedi, 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.

II. Composition of Committees

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

1. Audit Committee Mr. Sreekumar Majumdar Chairman (Independent Director)Mr. Biswaranjan Mishra Independent Director

, Smt. Saswati Banerjee, IAS Non-executive Director2. Nomination & Remuneration Committee Mr. Sreekumar Majumdar Chairman (Independent Director)

Smt. Saswati Banerjee, IAS Non-executive DirectorMr. Biswaranjan Mishra Independent Director

3. Risk Management Committee (if applicable) Mr. Trilochan Panda Executive DirectorMr. Sabyasachi Roy 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

I 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)

zs" July, 2016 & zs" September, 2016 ih December, 2016 70 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 days

Audit Committee: zs" July, 2016 &ih December, 2016 Yes zs" September, 2016 70 days

CSRCommittee:3'd October & zi'' December, Yes zs" July, 2016 Not Applicable2016

Page 5: West Bengal State Electricity Transmission Company LimitedCompliance... · 2017-01-11 · West Bengal Stat eEl ctricity Transmission Company Ltd. ai"December, 2016 I. Composition

.: -Nomination & RemunerationCommittee: Not applicable Previous meeting was held on Not ApplicableNot yet happened as it is not 2nd April,2015statutorily required to hold themeeting in every quarter in afinancial year under CompaniesAct, 2013- no such provision hasbeen envisaged in Regulation 19

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 tronsaction between the Govt. Companies is exempted, vide notification N. G.S.R. 463(E) dated 5th

June, 2015 of Ministry of Corporate Affairs, Govt. of India and as specified in Regulation 23. Apart from that all othertransactions take place in arm's length price, (as the tariff for transmission of electricity is determined by WestBengal ElectricityRegulatory Commission), hence the transaction does not qualify the criterion for RPT.

Subject Compliance Status (Yes/No/NA)

Whether prior approval of audit committee obtainedI Whether shareholder approval obtained for material RPT

Whether details of RPT entered into pursuant to omnibusapproval have been reviewed by Audit Committee .Note

1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A .. For example,if the Soard 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 Soard of Directors is in terms of SESI (Listing obligations and disclosure requirements)Regulations, 2015.

2. The composition of the following committees is in terms of SESI (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)

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

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

Name & Designation

v;~~Company Secre ry

Note:Information at Table I and II above need to be necessarily given in i" quarter of each financial year. However if there is no changeof information in subsequent quarter(s) of that financial year, this information may not be given by. Listed entity and instead astatement "same as previous quarter" may be given.