Page 54 - Index

Quorum
The quorum shall be at least one-third of the members of the Investment Committee or two members, whichever is higher. At least 50% of the members 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.
During the financial year ended March 31, 2022, two meetings of the Investment Committee were held i.e. on December 14, 2021 and February 21, 2022.
Terms of reference of the Investment Committee include the following:
i. review of the investment decisions with respect to the underlying assets or projects of the Trust from the Sponsor including any further investments or divestments to ensure protection of the interest of unitholders;
ii. undertaking all functions in relation to protection of unitholders’ interests and resolution of any conflicts of interest (other than in relation to investors’ grievances) including reviewing agreements or transactions in this regard;
iii. approving any proposal in relation to acquisition of assets, further issue of units including in relation to acquisition or assets;
iv. overseeing activities of the project manager in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended or supplemented, including any guidelines, circulars, notifications and clarifications framed or issued thereunder and the project implementation and management agreement; and
v. formulating any policy for the Investment Manager as necessary, in relation to its functions, as specified above.
ii. Audit Committee
As on March 31, 2022, the Audit Committee comprised the following Members:
Quorum
The quorum shall be at least one-third of the members of the Audit Committee or two members, whichever is higher. Atleast two members 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
During the financial year ended March 31, 2022, six meetings of the Audit Committee were held i.e. on May 27, 2021, November 9, 2021, January 20, 2022, January 28, 2022, February 28, 2022 and March 28, 2022.
Terms of reference of the Audit Committee include the following:
i. examination of the financial statement of Investment Manager and the auditors’ report thereon;
ii. provide recommendations to the board of directors regarding any proposed distributions by POWERGRID Infrastructure Investment Trust (‘Trust’);
iii. overseeing the Trust’s financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;
iv. giving recommendations to the board of directors regarding appointment, re-appointment and replacement, remuneration and terms of appointment of the statutory auditor of the Trust and the audit fee, subject to the approval of the unitholders;
v. reviewing and monitoring the independence and performance of the statutory auditor of the Trust, and effectiveness of audit process;
vi. approving payments to statutory auditors of the Trust for any other services rendered by such statutory auditors;
vii. reviewing the annual financial statements and auditor’s report thereon of the Trust, before submission to the board of directors for approval, with particular reference to:
• changes, if any, in accounting policies and practices and reasons for such change;
• major accounting entries involving estimates based on the exercise of judgment by management;
• significant adjustments made in the financial statements arising out of audit findings;
• compliance with listing and other legal requirements relating to financial statements;
• disclosure of any related party transactions; and
• qualifications in the draft audit report;
S. No.
1. 2. 3.
Name of Members
Shri Onkarappa KN
Shri Ram Naresh Tiwari
Shri Ashok Kumar Singhal
Category
Independent Director
Independent Director
Non-Executive Director
Designation
Chairman of the Committee
Member
Member
The Company Secretary is the Secretary to the Audit committee.
52 Annual Report 2021-22