Page 53 - Index

02-40 CORPORATE OVERVIEW 41-59 STATUTORY REPORTS 60-147 FINANCIAL STATEMENTS Report on Corporate Governance
Quorum
The quorum shall be at least 50% of the number of directors on the board. At least 50% of the directors present shall be independent directors, provided required number of independent directors are nominated/ appointed on the governing board of the Investment Manager by the Government of India.
Meetings of Board of Directors
During the financial year ended March 31, 2022, nineteen meetings of the Board of Directors of Investment Manager were held i.e. on April 22, 2021, April 23, 2021, April 28, 2021, May 06, 2021, May 10, 2021, May 11, 2021, May 27, 2021, July 19, 2021, August 06, 2021, September 20, 2021, October 14, 2021, October 27, 2021, November 5, 2021, November 9, 2021, December 14, 2021, January 20, 2022, January 28, 2022, February 28, 2022 and March 28, 2022.
Attendance of meetings of Board of Directors
and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the Government Guidelines for attending the Board Meetings as well as Committee Meetings.
Details of Payment made towards sitting fee to Independent Directors during the year 2021-22 are given below:
Independent Sitting Fee
(₹)
1,60,000
1,40,000
5,90,000
2,60,000
Total
Directors Board Meeting
Committees of Board of Directors Meeting
1,00,000
80,000
1,40,000
20,000
Name of the Directors
Non-Executive Directors
Smt. Seema Gupta*
Shri Ashok Kumar Singhal
Shri B. Anantha Sarma**
Independent Directors
Shri Onkarappa KN
Shri Ram Naresh Tiwari
Shri M N Venkatesan***
Shri Sunil Kumar Sharma****
No. of Meetings entitled to attend
19
19
02
02
02
15
08
No. of Meetings Attended
18
15
02
02
02
15
08
Shri Onkarappa KN
Shri Ram Naresh Tiwari
Shri M N Venkatesan (ceased to be director w.e.f. December 15, 2021)
Shri Sunil Kumar Sharma (ceased to be director w.e.f. July 23, 2021)
60,000
60,000
4,50,000
2,40,000
COMMITTEES OF THE BOARD OF DIRECTORS
*Ceased to be Director & Chairperson w.e.f. May 31, 2022. **Ceased to be Director w.e.f. February 11, 2022.
***Ceased to be Director w.e.f. December 15, 2021.
****Ceased to be Director w.e.f. July 23, 2021.
REMUNERATION OF DIRECTORS
Board of Investment Manager comprises four directors including two Non-Executive Directors nominated by POWERGRID, the holding company and two independent directors appointed by the Government of India. The Non- Executive Directors nominated by POWERGRID do not draw any remuneration/sitting fee for attending the meetings of the Board and Committees of Board from the Investment Manager. Independent Directors are paid only sitting fee for attending Board / Committee meetings of Investment Manager, as fixed by the Board of Investment Manager within the ceiling prescribed for payment of sitting fee under Section 197 of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment
The Investment Manager has constituted following Committees, in relation to the Trust:
i. Investment Committee
ii. Audit Committee
iii. Stakeholders’ Relationship Committee
In addition to the aforesaid Committees, Investment Manager has voluntarily formed ‘Committee of Directors for Appointments’ in relation to the Trust.
i. Investment Committee
As on March 31, 2022, the Investment Committee comprised the following Members:
S. No.
1. 2. 3.
Name of Members
Shri Ram Naresh Tiwari
Shri Onkarappa
KN Director
Shri Ashok Non-Executive Kumar Singhal Director
Category
Independent Director
Designation
Chairman of the Committee
Member
Member
Independent
The Company Secretary is the Secretary to the Investment Committee.
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