Powergrid Annual Report 18-19.pdf - q1a~ fcas Cb1~ci1l~rar 3:fft5 $Tha1 fc;mfcR2s'1\u00abf mi5R Cfi'01Pf POWER GRID CORPORATION OF INDIA LIMITED(A

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Unformatted text preview: q1a~ fcas Cb1~ci1l~rar 3:fft5 $Tha1 fc;mfcR2s ("'1«f mi5R' Cfi( '01Pf) POWER GRID CORPORATION OF INDIA LIMITED (A Government of India Enterprise) ~ ~:·~·~"ft. 2, ~-29, ~-122 001, ~) ~: 0124-2571700-719, '$m: 0124-2571762, "Saudamini" Plot No. 2, Sector-29, Gurgaon-122 001, (Haryana) Tel.: 0124-2571700-719, Fax: 0124-2571762, Web.: CIN : L40101DL1989GOI038121 Dt: 29.07.2019 C/COS/Listing/NSE/ The GM (Listing) National Stock Exchange of India Ltd., Exchange Plaza, Plot No.C/1, G Block, Sandra Kurla Complex, Sandra (East), Mumbai. Ref: Scrip ID: POWERGRID; Scrip Code: 532898; ISIN: INE752E01010 Dear Sir, Sub: Notice of 30th Annual General Meeting Please find enclosed the Notice of 301h Annual General Meeting of Power Grid Corporation of India Limited scheduled to be held on Tuesday, the 2ih August, 2019 at 11.00 a.m. at "Manekshaw Centre, Parade Road, Delhi Cantt., New Delhi 110 010" along with Annual Report for the Financial Year 2018-19. This is being sent in terms of Regulations 29, 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Thanking You, Yours faithfully, . () Ta)~ DivY, Chief General Manager & Company ecretary Compliance Officer Encl: a/a ~ <lmifc;ro: <fr- g ~ ~tc:"l~'l"ll'iC'I ~- Cficq1R<11 mm, ~ ~-110016 ~: 011-26560112, 26560121, 26564812, 26564892,, $m: 011-26601081 Regd. Office: B-9, Qutab Institutional Area, Katwaria Sarai, New Delhi-110016 Tel.: 011-26560112, 26560121, 26564812, 26564892, Fax: 011-26601081 Web.: ~ f[ci '<[email protected] "If~ 'lfFmf Save Energy for Benefit of Self and Nation 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 30th Annual General Meeting of the Members of Power Grid Corporation of India Limited will be held on Tuesday, the 27th August, 2019 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, 2019, together with the Board’s Report, the Auditor’s Report thereon and comments of the Comptroller and Auditor General of India. 2. To note the payment of interim dividend and declare final dividend for the Financial Year 2018-19. 3. To appoint a Director in place of Shri Ravi P. Singh (DIN 05240974), who retires by rotation and being eligible, offers himself for reappointment. 4. To authorize the Board of Directors of the Company to fix the remuneration of the Statutory Auditors for the Financial Year 2019-20. SPECIAL BUSINESS: 5. To appoint Shri Rajeev Kumar Chauhan (DIN 02018931) 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, Shri Rajeev Kumar Chauhan (DIN 02018931), who was appointed as Director (Projects), by the President of India vide Ministry of Power Office Order No. 25-11/9/2017-PG dated 23rd August, 2018 and appointed by the Board of Directors as an Additional Director w.e.f. 23rd August, 2018 and subsequently appointed again by the Board as an Additional Director on 18th September, 2018 after conclusion of 29th Annual General Meeting held on 18th September, 2018 and holds office up to the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 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 (Projects), liable to retire by rotation.” 6. To approve the reappointment of Shri Jagdish Ishwarbhai Patel (DIN: 02291361) as an Independent Director. To consider and if thought fit, to pass with or without modification, the following resolution as a SPECIAL 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 Jagdish Ishwarbhai Patel (DIN 02291361) who was appointed as an Independent Director of the Company with effect from 17th November, 2015 for a period of three years i.e. upto 16th November, 2018 and who had been reappointed by Government of India vide Order dt. 22nd November, 2018 for further period of one year starting from 17th November, 2018 and subsequently appointed as an Additional Director - Independent Director by the Board of Directors with effect from 17th November, 2018 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 be and is hereby appointed as Independent Director of the Company to hold office for another term of one year with effect from 17th November, 2018, not liable to retire by rotation.” 7. To approve the appointment of Shri M. N. Venkatesan (DIN: 02126022) 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 M. N. Venkatesan (DIN 02126022) who was appointed as an Independent Director by the President of India vide Ministry of Power Office Order No. 20/6/2017-Coord. dated 11th July, 2019 and also appointed as an Additional Director Independent Director by the Board of Directors with effect from 11th July, 2019 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 be and is hereby appointed as Independent Director of the Company with effect from 11th July, 2019 for a period of three years, not liable to retire by rotation.” 8. Ratification of remuneration of the Cost Auditors for the Financial Year 2019-20. 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 1 Accountants as the joint Cost Auditors of the Company (for Transmission and Telecom business) as appointed by the Board of Directors for the Financial Year 2019-20 at a remuneration of ₹2,50,000/- (Rupees Two Lakh 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 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 2019-20 of the Company as a whole, be and are hereby ratified and confirmed.” 9. To raise funds up to ₹10,000 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 2020-21 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 ₹10,000 Crore during the Financial Year 2020-21 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) and 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, and 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 ₹10,000 Crore in domestic market during the Financial Year 2020-21 for financing of capital expenditure, providing Inter Corporate Loan(s) to wholly owned subsidiaries, other purposes as may be approved by the Board of Directors / Committee of Directors for Bonds and for general corporate purposes, in one or more tranches but not exceeding twenty tranches / offers through issue of secured / unsecured, non-convertible, cumulative/non-cumulative, 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: 19th July, 2019 2 (Divya Tandon) Chief General Manager & Company Secretary 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, 25th August, 2019. 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 Ravi P. Singh (DIN: 05240974), Director (Personnel), retiring by rotation and seeking re-appointment under aforesaid Item No. 3; Shri Rajeev Kumar Chauhan (DIN: 02018931), Additional Director seeking appointment under aforesaid Item No. 5; Shri Jagdish Ishwarbhai Patel (DIN: 02291361) and Shri M. N. Venkatesan (DIN: 02126022) seeking appointment as Independent Directors under aforesaid Item No. 6 and 7, 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. A 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) note that copies of Annual Report will not be distributed at the Annual General Meeting. (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 21st August, 2019 to 27th August, 2019 (both days inclusive). 8. The Board of directors, in their meeting held on 7th March, 2019, had declared an Interim Dividend of ₹5.83 per share (i.e. @ 58.30%) on the paid-up equity share capital of the Company which was paid on 22nd March, 2019. Members who have not received or not encashed their Dividend warrants may approach Karvy Fintech Private Limited, Registrar and Share Transfer Agent of the Company for obtaining duplicate warrant or revalidating the warrant, as the case be. The Board had further recommended a Final Dividend of ₹2.50 per share (i.e. @ 25%) on the paid-up equity share capital of the Company in its meeting held on 29th May, 2019. The Dividend, if declared at the Annual General Meeting will be paid on 4th September, 2019 to those Members, whose names appear on the Register of Members of the Company as on 27th August, 2019 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 20th August, 2019 as per details to be furnished by the depositories. 9. Pursuant to provisions of Companies Act, 2013, unclaimed final dividend for the Financial Year 2010-11 and unclaimed interim dividend for the Financial Year 2011-12 have been transferred to the Investor Education and Protection Fund (IEPF) established by Central Government on 20th November, 2018 and 9th April, 2019, respectively. Pursuant to Provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 18th September, 2018 (the date of last Annual General meeting) on the website of the Company ( ) and also filed with the Ministry of Corporate Affairs. 10. Unclaimed final dividend for the Financial Year 2011-12 and unclaimed interim dividend for the Financial Year 2012-13 will be due for transfer to the Investor Education and Protection Fund in October, 2019 and March, 2020, respectively, pursuant to the provisions of Section 124 of the Companies Act, 2013. 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: 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 Form directly to their Depository Participants (DP). Those 3 holding shares in physical form may send the ECS Mandate Form to Karvy Fintech Private Limited, the Registrar & Share Transfer Agent of the Company. Those who have already furnished the ECS Mandate Form to the Company/ Depository Participant/Registrar & Share Transfer Agent with complete details, need not send them again. The shareholders who hold shares in Physical form and who do not wish to opt for ECS facility may please mail their bankers’ name, branch address and account number to Karvy Fintech Private Limited, Registrar & Share Transfer Agent of the Company to enable them to print these details on the dividend warrants. 13. Members holding shares in multiple folios in physical mode are requested to apply for consolidation of shares to the Company or to the Registrar & Share Transfer Agent along with relevant Share Certificates. 14. Pursuant to Section 139 (5) of the Companies Act, 2013 the auditors of the Government company are appointed by the Comptroller & Auditor General of India (C&AG) and in terms of Section 142 of the Companies Act, 2013, the remuneration has to be fixed by the Company in the Annual General Meeting or in such manner as the company in General Meeting may determine. The Members of the Company, in 29th Annual General Meeting held on 18th September, 2018, had authorized the Board of Directors to fix the remuneration of Statutory Auditors for the Financial Year 2018-19. Accordingly, the Board of Directors has fixed audit fee of ₹1.09 Crore towards audit fee for the Statutory Auditors for the Financial Year 2018-19 in addition to reimbursement of actual travelling and out-of-pocket expenses for visit to accounting units. The C&AG is yet to appoint Statutory Auditors of the Company for the Financial Year 2019-20. The Members may authorize the Board to fix an appropriate remuneration of Statutory Auditors as may be deemed fit by the Board for the Financial Year 2019-20. 15. All the documents referred to in this Notice and the Registers referred to in Section 170 and in Section 189 of the Companies Act, 2013 are open for inspection at the Registered Office of the Company on all working days (excluding Saturday and Sunday), between 11.00 AM to 1.00 PM upto Monday, the 26th August, 2019 and at the venue of the meeting. 16. Members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to submit to the Registrar & Share Transfer Agents of the Company the prescribed Form (Form No. SH-13) of the Companies (Share Capital and Debentures) Rules, 2014. In case of shares held in dematerialized form, the nomination has to be lodged with the respective Depository Participant. 17. Attention of the members is drawn to Securities and Exchange Board of India (SEBI) Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018, which require shareholders holding shares in physical form and whose folio(s) do not have complete details relating to their PAN and bank account, or where there is any change in the bank account details provided earlier, to compulsorily furnish the details to RTA/ Company for registration /updation. 18. Members are informed that pursuant to SEBI (LODR) (Fourth Amendment) Regulations, 2018 dated 8th June, 2018, requests for effecting transfer of securities in physical f...
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