General information about company | |
| Scrip code | 532955 |
| NSE Symbol | RECLTD |
| MSEI Symbol | |
| ISIN | INE020B01018 |
| Name of the entity | REC LIMITED |
| Date of start of financial year | 01-04-2020 |
| Date of end of financial year | 31-03-2021 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2021 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 500 listed entities |
Annexure I | ||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||
I. Composition of Board of Directors | ||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | |||||||||||||||||||
| Wether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | |||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Sanjeev Kumar Gupta | AAVPG9176A | 03464342 | Executive Director | Not Applicable | 04-10-1961 | NA | 16-10-2015 | 16-10-2020 | 1 | 0 | 2 | 0 | ||||||
| 2 | Mr | Praveen Kumar Singh | ARVPS2332K | 03548218 | Non-Executive - Nominee Director | Not Applicable | 20-01-1962 | NA | 18-06-2019 | 2 | 0 | 4 | 1 | |||||||
| 3 | Mr | Ajoy Choudhury | AAVPC6591M | 06629871 | Executive Director | Not Applicable | 21-01-1964 | NA | 01-06-2020 | 1 | 0 | 1 | 0 | |||||||
| 4 | Mr | Sanjay Malhotra | ACTPM0912A | 00992744 | Executive Director | Chairperson | 14-02-1968 | NA | 09-11-2020 | 1 | 0 | 0 | 0 | |||||||
I. Composition of Board of Directors | ||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||||
Wether the listed entity has a Regular Chairperson | ||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | Tanmay Kumar | ACRPK7796A | 02574098 | Non-Executive - Nominee Director | Not Applicable | 27-09-1966 | NA | 05-11-2020 | 4 | 0 | 2 | 1 | |||||||
Text Block | |
| Textual Information(1) | Being a Government Company, all Directors on Board are appointed by President of India acting through Ministry of Power. The composition of Board was not in compliance, due to non-availability of any Independent Director. |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | 1. Audit Committee:
Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. Due to non-availability of any Independent Director on the Board, to meet statutory requirements and for better Corporate Governance, the composition of aforesaid Committee has been reconstituted in best possible way by appointing Nominee Directors in the Committee.
2. Nomination and Remuneration Committee:
Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of aforesaid Committee, was not in compliance, due to non-availability of any Independent Director on the Board of Company. The Committee will be reconstituted when requisite numbers of Independent Directors are appointed by the MoP, Government of India.
3. Stakeholders Relationship Committee:
Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. Due to non-availability of any Independent Director on the Board, to meet statutory requirements and for better Corporate Governance, the composition of aforesaid Committee has been reconstituted in best possible way.
4. Risk Managment Committee:
Shri Praveen Kumar Singh was appointed as Chairperson of the Committee on March 31, 2021. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02574098 | Tanmay Kumar | Non-Executive - Nominee Director | Chairperson | 06-11-2020 | ||
| 2 | 03464342 | Sanjeev Kumar Gupta | Executive Director | Member | 20-10-2015 | ||
| 3 | 03548218 | Praveen Kumar Singh | Non-Executive - Nominee Director | Member | 12-06-2020 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 03464342 | Sanjeev Kumar Gupta | Executive Director | Member | 09-11-2015 | ||
| 2 | 03548218 | Praveen Kumar Singh | Non-Executive - Nominee Director | Chairperson | 12-06-2020 | ||
| 3 | 06629871 | Ajoy Choudhury | Executive Director | Member | 12-06-2020 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 03464342 | Sanjeev Kumar Gupta | Executive Director | Member | 22-12-2015 | ||
| 2 | 06629871 | Ajoy Choudhury | Executive Director | Member | 01-06-2020 | ||
| 3 | 03548218 | Praveen Kumar Singh | Non-Executive - Nominee Director | Chairperson | 10-03-2021 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | |||||||
Annexure 1 | |||||||
III. Meeting of Board of Directors | |||||||
| Disclosure of notes on meeting of board of directors explanatory | Textual Information(1) | ||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | 06-11-2020 | Yes | 5 | 0 | |||
| 2 | 23-12-2020 | 46 | Yes | 5 | 0 | ||
| 3 | 13-01-2021 | 20 | Yes | 5 | 0 | ||
| 4 | 04-02-2021 | 21 | Yes | 5 | 0 | ||
| 5 | 10-03-2021 | 33 | Yes | 5 | 0 | ||
| 6 | 17-03-2021 | 6 | Yes | 5 | 0 | ||
Text Block | |
| Textual Information(1) | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of Board was not in compliance, due to non-availability of any Independent Director on the Board of REC. The Company will be in compliance, once the requisite number of Independent Directors are appointed by the MoP, Government of India. |
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | Textual Information(1) | |||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 06-11-2020 | Yes | 3 | 0 | |||
| 2 | Audit Committee | 23-12-2020 | 46 | Yes | 3 | 0 | ||
| 3 | Audit Committee | 04-02-2021 | 42 | Yes | 3 | 0 | ||
| 4 | Stakeholders Relationship Committee | 06-11-2020 | Yes | 3 | 0 | |||
| 5 | Stakeholders Relationship Committee | 04-02-2021 | Yes | 3 | 0 | |||
| 6 | Risk Management Committee | 01-10-2020 | Yes | 2 | 0 | |||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 7 | Risk Management Committee | 31-03-2021 | Yes | 3 | 0 | |||
Text Block | ||
| Textual Information(1) | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of Committees was not in compliance, due to non-availability of any Independent Director on the Board of REC. The Company will be in compliance, once the requisite number of Independent Directors are appointed by the Ministry of Power, Government of India. | |
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | NA | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
| Disclosure of notes of material transaction with related party | Textual Information(2) | ||
Text Block | |
| Textual Information(1) | Yes.
|
| Textual Information(2) | Yes. |
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | No | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | No | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | No | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | No | |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities) | Yes | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | J S Amitabh |
| 2 | Designation | Company Secretary |
Text Block | |
| Textual Information(1) | Note to Point No. VI (1) to (4): Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of Board and Committees thereof, were not in compliance, due to non-availability of any Independent Director on the Board of REC. The Company will be in compliance, once the requisite number of Independent Directors are appointed by the MoP, Government of India. |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | www.recindia.nic.in | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.recindia.nic.in | |
| 3 | Composition of various committees of board of directors | Yes | www.recindia.nic.in | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.recindia.nic.in | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.recindia.nic.in | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.recindia.nic.in | |
| 7 | Policy on dealing with related party transactions | Yes | www.recindia.nic.in | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | www.recindia.nic.in | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.recindia.nic.in | |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.recindia.nic.in | |
| 11 | email address for grievance redressal and other relevant details | Yes | www.recindia.nic.in | |
| 12 | Financial results | Yes | www.recindia.nic.in | |
| 13 | Shareholding pattern | Yes | www.recindia.nic.in | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | www.recindia.nic.in | |
| 16 | New name and the old name of the listed entity | Yes | www.recindia.nic.in | |
| 17 | Advertisements as per regulation 47 (1) | Yes | www.recindia.nic.in | |
| 18 | Credit rating or revision in credit rating obtained | Yes | www.recindia.nic.in | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | www.recindia.nic.in | |
| 20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | www.recindia.nic.in | |
| 21 | Materiality Policy as per Regulation 30 | Yes | www.recindia.nic.in | |
| 22 | Dividend Distribution policy as per Regulation 43A (as applicable) | Yes | www.recindia.nic.in | |
| 23 | It is certified that these contents on the website of the listed entity are correct | Yes | www.recindia.nic.in | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1B) | No | Being a Government Company, the Composition of the Board was not in compliance due to non-availability of any Independent Directors including Woman Director on the Board. |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | No | Being a Government Company, the Composition of the Board was not in compliance due to non-availability of any Independent Directors including Woman Director on the Board. |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | No | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. Due to non-availability of any Independent Director on the Board, to meet statutory requirements and for better Corporate Governance, the composition of Audit Committee has been reconstituted in best possible way by appointing Nominee Directors in the Committee. |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Composition of nomination & remuneration committee | 19(1) & (2) | No | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of NRC Committee, was not in compliance, due to non-availability of any Independent Director on the Board of Company. The Committee will be reconstituted when requisite numbers of Independent Directors are appointed by the MoP, Government of India. |
| 18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | No | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of NRC Committee, was not in compliance, due to non-availability of any Independent Director on the Board of Company. The Committee will be reconstituted when requisite numbers of Independent Directors are appointed by the MoP, Government of India. |
| 19 | Meeting of Nomination and Remuneration Committee | 19(3A) | No | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of NRC Committee, was not in compliance, due to non-availability of any Independent Director on the Board of Company. The Committee will be reconstituted when requisite numbers of Independent Directors are appointed by the MoP, Government of India. |
| 20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | No | Being a Government Company, all the Directors on the Board of REC are appointed by the President of India acting through the MoP, Government of India. The composition of SRC Committee, was not in compliance, due to non-availability of any Independent Director on the Board of Company. The Committee will be reconstituted when requisite numbers of Independent Directors are appointed by the MoP, Government of India. |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 23 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 24 | Vigil Mechanism | 22 | Yes | |
| 25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
| 26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
| 27 | Approval for material related party transactions | 23(4) | NA | |
| 28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
| 32 | Alternate Director to Independent Director | 25(1) | NA | |
| 33 | Maximum Tenure | 25(2) | Yes | |
| 34 | Meeting of independent directors | 25(3) & (4) | No | Being a Government Company, the Composition of the Board was not in compliance due to non-availability of any Independent Directors on the Board. The meeting of Independent Directors will be conducted, when requisite numbers of Independent Directors are appointed by the MoP, Government of India. |
| 35 | Familiarization of independent directors | 25(7) | Yes | |
| 36 | Declaration from Independent Director | 25(8) & (9) | NA | |
| 37 | D & O Insurance for Independent Directors | 25(10) | Yes | |
| 38 | Memberships in Committees | 26(1) | Yes | |
| 39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 41 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | ||||
Annexure II | ||
| 1 | Name of signatory | J S Amitabh |
| 2 | Designation | Company Secretary |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | J S Amitabh |
| 2 | Designation | Company Secretary |
Signatory Details | |
| Name of signatory | J S Amitabh |
| Designation of person | Company Secretary |
| Place | New Delhi |
| Date | 13-04-2021 |