Powergrid Annual Report 17-18.pdf - POWERGRID Annual Report...

Unformatted text preview: POWERGRID Annual Report 2017-18 Transmitting Prosperity Vision “World Class, Integrated, Global Transmission Company with Dominant Leadership in Emerging Power Markets Ensuring Reliability, Safety and Economy” Mission Values “We will become a Global Transmission Company with Dominant Leadership in Emerging Power Markets with World Class Capabilities by: • Zeal to excel and zest for change • World Class: Setting superior standards in capital project management and operations for the industry and ourselves • Integrity and fairness in all matters • Global: Leveraging capabilities to consistently generate maximum value for all stakeholders in India and in emerging and growing economies • Respect for dignity and potential of individuals • Inspiring, nurturing and empowering the next professionals generation of • Strict adherence to commitments • Ensure speed of response • Achieving continuous improvements through innovation and stateof-the-art technology • Foster learning, creativity and team-work • Committing to highest standards in health, safety, security and environment” • Loyalty and pride in POWERGRID Objectives The Corporation has set following objectives in line with its Vision, Mission and its status as “Central Transmission Utility” to: • Undertake transmission of electric power through Inter-state Transmission System. • Discharge all functions of planning and coordination relating to Inter-State Transmission System withi. State Transmission Utilities; ii. Central Government; iii. State Governments; iv. Generating Companies; v. Regional Power Committees; vi. Authority; vii. Licensees; viii. Any other person notified by the Central Government in this behalf. • To ensure development of an efficient, co-ordinated and economical system of Inter-State Transmission Lines for smooth flow of electricity from generating stations to the load centres. • Efficient Operation and Maintenance of Transmission Systems. • Restoring power in quickest possible time in the event of any natural disasters like super-cyclone, flood etc. through deployment of Emergency Restoration Systems. • Provide consultancy services at national and international level in transmission sector based on the in-house expertise developed by the organization. • Participate in long distance telecommunication business ventures. • Ensure principles of Reliability, Security and Economy matched with the rising / desirable expectation of cleaner, safer, healthier Environment of people, both affected and benefited by its activities. Diversified into telecommunication to utilize available resources in establishing & operating National Grid. Established Broadband Telecom Network of about 47,700 kms connecting over 688 POPs on extensively spread Transmission Infrastructure. • Only utility in the country having pan India overhead optic fibre on its Extra High Voltage Transmission Network. • POWERGRID Fibre Telecom Network - Sturdy & Secure - Free from rodent menace and vandalism • Network has self resilient rings for redundancy in backbone as well as intra-city access networks. • Offering total solutions and to meet specific needs of the customers • Reliability of Telecom Network 99.95% • Bandwidth capacity available on all the metros & major cities. • Extensive telecom network to serve uneconomic and backward areas for the benefit of the common man. • Plan to extend network to neighboring countries for terrestrial SAARC Telecom Grid. Network to Bangladesh, Bhutan and Nepal already established. • Possesses Unified License having authorization for NLD Services and ISP (Category – A) Services in the Country. Also possesses IP-I Registration to provide infrastructure services. • One of the executing agency for major prestigious projects of Govt. of India, like - National Knowledge Network (NKN), National Optical Fibre Network (NOFN) etc. • Enterprise Business offerings - Virtual Local Area Network (VLANs), Multi Protocol Label Switching (MPLS) based Virtual Private Network (VPN). • Introducing other Value Added Services: - Tower Infrastructure - Wi-fi Services - Data Centre Services Power Grid Corporation of India Limited - Annual Report 2017-18 Power Grid Corporation of India Limited (A Government of India Enterprise) CIN: L40101DL1989GOI038121 Regd. Office : B-9, Qutab Institutional Area, Katwaria Sarai, New Delhi- 110 016. Phone No.: 011-26560112, Fax: 011-26601081 Corp. Off.: “Saudamini”, Plot No. 2, Sector-29, Gurgaon-122 001 (Haryana) Phone No.: 0124-2822000, 2823000, Fax: 0124-2571762 Website: , Email ID: [email protected] NOTICE NOTICE is hereby given that the Twenty Ninth Annual General Meeting of the Members of Power Grid Corporation of India Limited will be held on Tuesday, the 18th September, 2018 at 11.00 a.m. at ‘Manekshaw Centre’, Parade Road, Delhi Cantt., New Delhi - 110 010 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2018, the Reports of the Board of Directors and Auditors thereon. 2. To note the payment of interim dividend and declare final dividend for the Financial Year 2017-18. 3. To appoint a Director in place of Shri K. Sreekant (DIN 06615674), who retires by rotation and being eligible, offers himself for reappointment. 4. To fix the remuneration of the Statutory Auditors for the Financial Year 2018-19. SPECIAL BUSINESS: 5. To appoint Ms. Seema Gupta (DIN 06636330) as a Director liable to retire by rotation. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Ms. Seema Gupta (DIN 06636330), who was appointed as Director (Operations), by the President of India vide Ministry of Power Office Order No. 25-11/7/2017-PG dated 20th February, 2018 and subsequently appointed as an Additional Director by the Board of Directors with effect from 1st March, 2018 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 and who has consented to act as director and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, be and is hereby appointed as Director (Operations), liable to retire by rotation.” 6. To approve appointment of Shri Manoj Kumar Mittal (DIN: 07937052) as an Independent Director. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Shri Manoj Kumar Mittal (DIN 07937052) who was appointed as an Independent Director by the President of India vide Ministry of Power Office Order No. 1/38/96-PG(Vol-III) dated 7th September, 2017 and appointed by the Board of Directors as an Additional Director - Independent Director w.e.f 12th September, 2017 and subsequently appointed again by the Board as Additional Director after the conclusion of 28th Annual General Meeting held on 19th September, 2017 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 and who has consented to act as Director, be and is hereby appointed as Independent Director of the Company with effect from the date of his initial appointment i.e. 12th September, 2017 for a period of three years, not liable to retire by rotation.” 7. To approve appointment of Shri Sunil Kumar Sharma (DIN: 03614952) as an Independent Director To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Shri Sunil Kumar Sharma (DIN 03614952) who was appointed as an Independent Director by the President of India vide Ministry of Power Office Order No. 20/6/2017-Coord. dated 17th July, 2018 and subsequently appointed as an Additional Director - Independent Director by the Board of Directors with effect from 23rd July, 2018 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 and who has consented to act as director be and is hereby appointed as Independent Director of the Company with effect from 23rd July, 2018 for a period of three years, not liable to retire by rotation.” 1 8. To approve appointment of Smt. A. R. Mahalakshmi (DIN: 08187493) as an Independent Director. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Smt. A. R. Mahalakshmi (DIN 08187493) who was appointed as an Independent Director by the President of India vide Ministry of Power Office Order No. 20/6/2017-Coord. dated 17th July, 2018 and subsequently appointed as an Additional Director - Independent Director by the Board of Directors with effect from 26th July, 2018 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 and who has consented to act as director be and is hereby appointed as Independent Director of the Company with effect from 26th July, 2018 for a period of three years, not liable to retire by rotation.” 9. Ratification of remuneration of the Cost Auditors for the Financial Year 2018-19. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to Section 148 and any other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of M/s. Chandra Wadhwa & Co., Cost Accountants and M/s. R.M. Bansal & Co., Cost Accountants as the joint Cost Auditors of the Company (for Transmission and Telecom business) as approved by the Board of Directors for the Financial Year 2018-19 at a remuneration of ₹2,50,000/- (Rupees Two Lakhs Fifty Thousand only) to be shared equally by both the firms; Taxes as applicable to be paid extra, travelling and out of pocket expenses to be reimbursed as per policy of the Company and an additional remuneration of ₹12500 plus Taxes as applicable to be paid extra, to M/s. Chandra Wadhwa & Co., Cost Accountants, the Lead Cost Auditor for consolidation and facilitation for filing of Consolidated Cost Audit Reports for the Financial Year 2018-19 of the Company as a whole, be and are hereby ratified and confirmed.” 10. To raise funds up to ₹20,000 crore, from domestic market through issue of secured / unsecured, non-convertible, noncumulative/cumulative, redeemable, taxable / tax-free Debentures/Bonds under Private Placement during the Financial Year 2019-20 in upto twenty tranches/offers. To consider and if thought fit, to pass with or without modification, the following resolution as a SPECIAL RESOLUTION: (i) (ii) RESOLVED FURTHER THAT that the Board of Directors / Committee of Directors for Bonds / such official(s) as may be authorized by Board of Directors / Committee of Directors for Bonds, be and are hereby authorized and it shall always be deemed to have been so authorized to finalize the detailed terms and conditions of each issue / tranche of Bonds, Issue programme of Bonds, deposit / pay fees, execute and deliver / file such offer letter(s), document(s), deed(s) and writing(s), etc. as may be required and to do all such other acts, deeds and things as may be necessary and incidental and consequential for raising funds up to ₹20,000 crore during the Financial Year 2019-20 from domestic sources through Private Placement of secured / unsecured, non-convertible, cumulative/ non-cumulative, redeemable, taxable / tax-free Bonds in one or more tranches but not exceeding twenty tranches / offers. (iii) RESOLVED FURTHER THAT the Director (Finance)/Company Secretary be and is hereby severally authorized to carry out minor modifications, if any, and to do all such acts, deeds and things as may be necessary, proper, expedient or incidental or consequential for the purpose of giving effect to the aforesaid resolution.” “RESOLVED THAT pursuant to Sections 23(1)(b), 42 and 71 of Companies Act, 2013 read with Rule 14(2) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 as amended, Securities and Exchange Board of India (SEBI) Rules and Regulations including SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended, or provisions of any other applicable law and the Memorandum and Articles of Association of the Company, approval be and is hereby granted to raise upto ₹20,000 crore in domestic market during the Financial Year 2019-20 for financing of capital expenditure, providing Inter Corporate Loan(s) to wholly owned subsidiaries and for general corporate purposes, in one or more tranches but not exceeding twenty tranches / offers through issue of secured / unsecured, non-convertible, cumulative/noncumulative, redeemable, taxable / tax-free debentures (“Bonds”) under Private Placement. By order of the Board of Directors Regd. Office: B-9, Qutab Institutional Area, Katwaria Sarai, New Delhi - 110 016. (CIN: L40101DL1989GOI038121) Date: 6th August, 2018 2 (Divya Tandon) General Manager & Company Secretary Power Grid Corporation of India Limited - Annual Report 2017-18 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective must be lodged with the Company not less than 48 hours before the commencement of the Annual General Meeting, i.e. latest by 11.00 a.m. on Sunday, 16th September, 2018. Blank proxy form is enclosed. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as a proxy for any other person or shareholder. 2. As required by Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the relevant details of Shri K. Sreekant (DIN: 06615674), Director (Finance), retiring by rotation and seeking re-appointment under aforesaid Item No. 3 and, Ms. Seema Gupta (DIN: 06636330), Shri Manoj Kumar Mittal (DIN: 07937052), Shri Sunil Kumar Sharma (DIN: 03614952) and Smt. A. R. Mahalakshmi (DIN: 08187493), Additional Directors seeking appointment under aforesaid Item No. 5, 6 7 and 8, respectively, in accordance with applicable provisions of the Articles of Association of the Company are annexed. 3. None of the Directors of the Company is in any way related to each other. 4. Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto. 5. Members are requested to:- (i) (ii) bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed at the meeting. (iii) deliver duly completed and signed Attendance Slip at the entrance of the venue of the meeting and obtain entry slips, as entry to the Hall will be strictly on the basis of the entry slip available at the counter at the venue of the Annual General Meeting. Photocopies of Attendance Slip will not be entertained for issuing entry slip for attending Annual General Meeting. (iv) quote their Folio/Client ID & DP ID Nos. in all correspondence. (v) note that due to strict security reasons - mobile phones, brief cases, eatables and other belongings will not be allowed inside the Auditorium. (vi) note that no gifts/coupons will be distributed at the Annual General Meeting. 6. Corporate Members are requested to send a duly certified copy of the Board Resolution/Power of Attorney authorizing their Representative to attend and vote on their behalf at the Annual General Meeting. Alternatively, such an authority duly certified should be brought by the Representative attending on behalf of the Corporate Body, at the meeting. 7. The Register of Members and Share Transfer Books of the Company will remain closed from 12th September, 2018 to 18th September, 2018 (both days inclusive). 8. The Board of directors, in their meeting held on 1st February, 2018, had declared an Interim Dividend of ₹2.45 per share (i.e. @ 24.5%) on the paid-up equity share capital of the Company which was paid on 15th February, 2018. Members who have not received or not encashed their Dividend warrants may approach Karvy Computershare Private Limited, Registrar and Share Transfer Agent of the Company for obtaining duplicate warrant or revalidating the warrant. The Board had further recommended a Final Dividend of ₹2.80 per share (i.e. @ 28%) on the paid-up equity share capital of the Company in its meeting held on 29th May, 2018. The Dividend, if declared at the Annual General Meeting will be paid on 26th September, 2018 to those Members, whose names appear on the Register of Members of the Company as on 18th September, 2018 in respect of physical shares. However, in respect of shares held in dematerialized form, the Dividend will be payable to those persons whose names appear as beneficial owners as at the closure of the business hours on 11th September, 2018 as per details to be furnished by the depositories. 9. Pursuant to provisions of Companies Act, 2013, unclaimed final dividend for the Financial Year 2009-10 and unclaimed interim dividend for the Financial Year 2010-11 have been transferred to the Investor Education and Protection Fund (IEPF) established by Central Government on 20th November, 2017 and 10th April, 2018, respectively. Pursuant to Provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 19th September, 2017 (the date of last Annual General meeting) on the website of the Company ( ) and also on the website of the Ministry of Corporate Affairs. note that copies of Annual Report will not be distributed at the Annual General Meeting. 10. Unclaimed final dividend for the Financial Year 2010-11 and unclaimed interim dividend for the Financial Year 2011-12 will be due for transfer to the Investor Education and Protection Fund in October, 2018 and March, 2019 respectively pursuant to the provisions of Section 124 of the Companies Act, 2013. 3 11. Attention of the members is drawn to the provisions of Section 124(6) of the Act, which require a company to transfer in the name of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 ( seven) consecutive years or more. In accordance with the aforesaid provision of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has already initiated action for transfer of all shares in respect of which dividend has not been claimed or paid for seven consecutive years. Members are advised to visit the web-link: http/ relation/ investor services to ascertain details of shares liable for transfer in the name of IEPF Authority 12. Members are advised to submit their Electronic Clearing System (ECS) mandates to enable the Company to make remittance by means of ECS. Those holding shares in dematerialized form may send the ECS Mandate in the enclosed Form directly to their ...
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