Page 52 - Index

Report on Corporate Governance
BACKGROUND
PGInvIT was settled as a Trust under Indian Trusts Act, 1882 on September 14, 2020 to own, construct, operate, maintain and invest as an infrastructure investment trust as permissible in terms of the InvIT Regulations, including in power transmission assets in India. It was registered as an infrastructure investment trust with SEBI on January 7, 2021, under the InvIT Regulations, with Registration Number IN/InvIT/20-21/0016.
IDBI Trusteeship Services Limited, the Trustee of PGInvIT is a debenture trustee registered with SEBI. The Trustee has appointed POWERGRID Unchahar Transmission Limited, a wholly owned subsidiary of Power Grid Corporation of India Limited, as the Investment Manager to PGInvIT, in accordance with the InvIT Regulations.
PHILOSOPHY ON CORPORATE GOVERNANCE
POWERGRID Unchahar Transmission Limited (“PUTL”), appointed as the Investment Manager (“IM”) to PGInvIT pursuant to the Investment Management Agreement dated December 18, 2020, is responsible for day-to-day management and administration of InvIT Assets and making investment decisions with respect to the underlying assets or projects of the Trust, including any further investment or divestment of its assets, in accordance with InvIT Regulations and the Investment Management Agreement entered into in relation to the Trust.
The Investment Manager’s Corporate Governance pillars includes:
- IM’s Board of Directors
- IM’s key personnel led by a Chief Executive Officer
- Committees of the IM Board and
- Corporate Governance Framework in relation to the Trust, implemented by the IM.
The Corporate Governance Framework inter alia sets out the Board composition, its quorum and frequency of meetings, committees to be formed including their composition, terms of reference, frequency of meetings and quorum requirements and various policies including Code of Conduct to be adopted by the Investment Manager in relation to the Trust and is available on the website of the Trust.
BOARD OF DIRECTORS
The Board of the Investment Manager comprises four Directors. All the directors are non-executive directors, one half of which are Independent Directors.
The collective experience of the directors of the Investment Manager covers a broad range of commercial experience, particularly experience in infrastructure sector (including the applicable sub-sector), investment management or advisory and financial matters. The brief profiles of the Directors are given on page no. 39 of this report.
Composition of the Board of Directors of the Investment Manager is in adherence to applicable provisions of Companies Act 2013, InvIT Regulations, and Corporate Governance Framework adopted by PUTL which requires that:
a) not less than 50% of the board of directors shall comprise of independent directors and not directors or members of the governing board of the Investment Manager of another infrastructure investment trust registered under the Securities and Exchange Board of India (Infrastructure Investment Trust) Regulations, 2014, as amended, provided required number of independent directors are nominated/ appointed on the governing board of the Investment Manager by the Government of India, and
b) collective experience of directors should cover a broad range of commercial experience, particularly experience in infrastructure sector (including the applicable sub- sector), investment management or advisory and financial matters.
BOARD COMPOSITION
As on March 31, 2022, the Board of Directors of Investment Manager comprised the following:
S. No.
1.
2. 3. 4.
Particular of the Directors
Smt. Seema Gupta*
Shri Ashok Kumar Singhal
Shri Onkarappa KN
Shri Ram Naresh Tiwari
Designation
Non-Executive Director & Chairperson
Non-Executive Director
Independent Director
Independent Director
Date of Appointment
18/09/2020
17/12/2020
10/02/2022
10/02/2022
50 Annual Report 2021-22
*Smt. Seema Gupta ceased to be Chairperson & Director of PUTL upon her superannuation as Director (Operations) from the holding company of PUTL i.e. Power Grid Corporation of India Limited on May 31, 2022.
Shri Abhay Choudhary, Director (Projects), POWERGRID has been appointed as Non-Executive Director & Chairman of PUTL w.e.f. June 01, 2022.