In addition to the provisions of the Companies Act and DPE guidelines, the provisions of the SEBI LODR Regulations will also be applicable to our Company immediately upon the listing of our Equity Shares on the Stock Exchanges.
As on the date of this Draft Red Herring Prospectus, our Company has eight (8) Directors on its Board, which includes three (3) Executive Directors, one (1) Government Nominee Director and four (4) are Non-Official Parttime (Independent) Directors. The Board of Directors is required to have at least one (1) woman director in order to be compliant with Regulation 17(1) of Chapter IV of the SEBI LODR Regulations.
Pursuant to MCA notifications dated June 5, 2015, June 13, 2017 and February 5, 2018 and any other notification issued by MCA, the Central Government has exempted/ modified the applicability of certain provisions of the Companies Act in respect of Government Companies. In accordance with this notification, the DPE guidelines and pursuant to our Articles, matters pertaining to, inter alia appointment, remuneration and performance evaluation of our Directors are determined by the President of India. Further, our Statutory Auditor is appointed by the C&AG. Accordingly, in so far as the aforementioned matters are concerned, the terms of reference of our Nomination and Remuneration Committee and Audit Committee only allow these committees to take on record the actions of the President of India or the C&AG, as the case may be.
Pursuant to Regulation 19(4) read with Paragraph A of Part D of Schedule II of SEBI LODR Regulations, provisions relating to (i) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description; (ii) formulation of criteria for evaluation of performance of the independent directors and the board of directors; (iii) devising a policy on diversity of board of directors; (iv) identifying persons who are qualified to become directors and recommend to the board of directors their appointment and removal; and (v) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. However, since our Company is a government company, the power to appoint directors on our Board is vested with the President of India acting through the MoJS and, resultantly, our Nomination and Remuneration Committee and our Board members do not have the power to appoint Directors to our Board.
Also, Regulation 17(1)(a) of the SEBI LODR Regulations, requires that the board of directors of the top 500 listed entities shall appoint at least one (1) independent woman director by April 1, 2019 and the board of directors of the top 1000 listed entities shall have at least one independent woman director by April 1, 2020. However, there is currently no woman director on the board of the Company. Further, Regulation 24(1) of the SEBI LODR Regulations requires at least one independent director on the Board of Directors of the Company shall be on the board of directors of an unlisted material subsidiary (which in this case is GOI Company), incorporated in India. Due to the above mentioned reasons, our Company has filed an exemption letter dated September 23, 2022 with SEBI under Regulation 300 of the SEBI ICDR Regulations.
Other than as described above, our Company is in compliance with corporate governance norms prescribed under SEBI LODR Regulations, including in relation to the composition of its committees, such as the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee, policy on whistle blower, insider trading, corporate social responsibility policy, risk management policy and policy for determining materiality of an event/information for making adequate disclosure of such an event/information before the Stock Exchanges.
Rajni Kant Agrawal
Chairman-cum-Managing Director
Pankaj Kapoor
Director (Finance)
Anupam Mishra
Director (Commercial & HRD)
Anand Mohan
Anil Kumar Trigunayat
Director (Independent)
Jasbir Singh Thakur
Lakhan Lal Sahu
Partha Sarathi Ghosh