Report on Corporate Governance
Company's philosophy on Corporate Governance
The Company's philosophy on Corporate Governance is to achieve excellence and growth through efficient management, transparency, trust and accountability. The management initiated implementation of the same, in true spirit, with an objective to ensure that available resources are fully utilised to meet the aspirations of all stakeholders. The Corporate Governance practice within the organisation aims at working towards value creation of employees, shareholders, other stakeholders and the society at large.
Your Company is yet to be listed with the stock exchanges as on the date of this report. However, it has complied with the requirements of the Code of Corporate Governance, as provided in Clause 49 of the Listing Agreement.
Board of Directors
The Board of Directors is constituted in compliance with the Code of Corporate Governance. There are six Directors on the Board, five of which are Non-Executive Independent Directors. The Company has an Executive Chairman (Managing Director). The constitution of the Board, in terms of the Code of Corporate Governance was made on June 24, 2010. Therefore, the required details shall appear in the next report.
Profile of Directors
Mr. P. P. Gupta, aged 60 years holds a Bachelors' degree in Engineering and a Post Graduate degree in Business Management from the Indian Institute of Management, Ahmedabad. He was associated with the Planning Commission, Government. of India, as a Financial Analyst; Bharat Heavy Electricals Limited as a Management Consultant and as an Advisor in the merchant banking division of the erstwhile ANZ Grindlays Bank, Kolkata. He was the Vice President of Indian Electricals and Electronics Manufacturers Association (IEEMA), and has over 33 years of experience, including 28 years in the present activity. Mr. Gupta is the present Promoter of the Company and holds 1,53,000 shares in the Company.
Mr. K. Vasudevan, aged 70 years, residing at 12, 7th Cross, Karpagam Gardens Adyar Chennai -600020, is a Bachelor of Engineering (Electrical) and a fellow-member of the Institute of Engineers and Institute of standard Engineers. He is associated, as Chairman, with the Green Business Centre for the Southern region. He is a member of the National Committee on Power of CII and was a past-President of the Indian Electrical and Electronics Manufacturers Association. He was the Joint Managing Director of Alstom India Limited and is now an independent Director in Alstom Projects India Limited. He does not hold any shares in the Company.
Mr. K.K. Rai, aged 66 years, residing at # 1053, Sobha Aster, 5th Main, SRS Nagar Bilekahalli, BG Road, Bangalore - 560 076, is a Bachelor of Arts and member of C.A.I.I.B. He is a retired banking professional, having had 40 years of banking experience and had held important portfolios. He was the Executive Director of Allahabad Bank from 2001 to 2004. At present he holds directorships in many reputed companies. Mr. Rai holds 1,000 shares in the Company.
Mr. K. M. Poddar, aged 65 years, residing at 10D, Alipore Park Place, Kolkata - 700027 is a Bachelor of Commerce. He is a renowned industrialist, and has 41 years of vast experience in the fields of accounting and finance. He does not hold any shares in the Company.
Mr. V.D. Mohile, aged 78 years, residing at D-47, Narmada Apartments, Alakananda, New Delhi - 110019, is a Bachelor of Engineering (Electrical & Mechanical), and holds a Post Graduate Diploma in Industrial Management. He has been General Manager, Bharat Heavy Electrical Limited; Chairman, Orissa Power Generation Corporation; and Chief Executive, Indian Aluminum Co. Ltd. Mr. Mohile has a very sound technical knowledge. He holds 9,302 shares in the Company.
Mr. S. N. Roy, aged 67 years, residing at C/4/9, Phase III, Type W2B, Green Tower, Jadavpur, Kolkata - 700095, is a Bachelor of Engineering (Electrical) from the Indian Institute of Technology (IIT), Kharagpur. He started his career with Indian Oil Corporation (IOC) as a management trainee, and thereafter joined Bharat Heavy Electricals Limited (BHEL) in 1978 and retired as Executive Director in 2003. Mr. Roy has a very good technical background. He does not hold any shares in the Company.
Disclosure on relationship between Directors
The Directors have no relationship between themselves except as Board colleagues.
Remuneration of Directors
The Board has fixed the remuneration by way of sitting fees payable to the Non-Executive Directors, including Independent Directors, which is within the limits prescribed by the Companies Act, 1956. There is no other remuneration paid/payable to the Non-Executive Directors, except the sitting fees.
Code of conduct
The Company prescribes the code of conduct for all Board members and senior management personnel; a report to that effect shall appear in the next report.
The Company constituted an Audit Committee which comprises four Non-Executive Independent Directors having sound financial and accounting knowledge:
Mr. K. Vasudevan - Non-Executive (Independent) - Chairman
Mr. K. K. Rai - Non-Executive (Independent) - Member
Mr. K. M. Poddar - Non-Executive (Independent) - Member
Mr. V. D. Mohile - Non-Executive (Independent) - Member
Mr. N. Brahma, Company Secretary, acts as Secretary to the Committee.
The Audit Committee is entrusted with the following powers:
1. To investigate any activity within the terms of reference
2. To seek information from any employee
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if considered necessary
The role of the Audit Committee, defined by the Board, includes matters prescribed in Clause 49(II)(D) of the Listing Agreement. The Audit Committee is also empowered to review the following information:
1. Management discussion and analysis of financial condition and results of operations
2. Statement of significant related party transactions submitted by the management
3. Management letters/letters of internal control weaknesses issued by Statutory auditors
4. Internal audit reports relating to internal control weaknesses
5. The appointment, removal and terms of remuneration of the Chief Internal auditor
Shareholders'/Investors' Grievance Committee
The Company constituted a Shareholders'/Investors' Grievance Committee comprising three Non-Executive Independent Directors. The Committee addresses the grievances of shareholders. A report of this committee shall appear in the next report.
Mr. N. Brahma, Company Secretary, is the Compliance Officer.
Share Transfer Committee
The Company constituted a Share Transfer Committee to expedite the process of transfer/transmission of physical shares which are very negligible. The Committee shall approve share transfers/transmissions and a summary of transfers/ transmissions is to be placed before the Board at regular intervals.
The Company constituted a Remuneration Committee comprising three Independent Directors. The Committee determines and recommends the remuneration payable to the Non-Executive Directors and the Managing Director, among others.
The Company has a material non-listed Indian subsidiary company, and an Independent Director of the Company is also a Director of the subsidiary. Necessary compliance relating to the subsidiary shall be disclosed in the next year's report.
1. There were no materially significant related party transactions i.e. transactions of material nature, with its Promoters, Directors or the management or their relatives etc. during the year, that may have potential conflict with the interest of the Company at large.
2. The Company is in the process of being listed with the stock exchanges, therefore, the disclosure requirement relating to the capital market shall be made in the next report.
3. No treatment different from the prescribed Accounting Standard has been followed in the preparation of the financial statements.
4. The Board assesses risk on a regular basis and advises the steps and procedures for its minimisation.
5. The Company has not raised any amount through public issues, rights issues, etc. during the year.
6. The Non-Executive Directors have not been paid any remuneration other than sitting fees.
7. A management discussion and analysis report is added to the Directors' report and forms part of this annual report.
General shareholder information
1. The fifth Annual General Meeting is scheduled to be held on or before 30th day of September, 2010 and the notice convening the same shall be sent to the shareholders within the time prescribed by the Companies Act, 1956.
2. Financial year: April to March
3. Financial calendar: The calendar for financial reporting (Reporting of financial results) be followed as per the Listing Agreement with the stock exchanges, after the shares are listed.
4. Date of book closure: The date of book closure be intimated with the notice convening the Annual General Meeting.
5. Dividend payment date: Within 30 days of declaration
6. Listing on stock exchanges: The shares of the Company are in the process of being listed with the Bombay Stock Exchange Limited, the National Stock Exchange of India Limited and the Calcutta Stock Exchange Limited. The market price data and comparison of stock performance will be presented in the next report.
7. Registrar and Transfer Agents: Niche Technologies Pvt. Limited,
D-511, Bagree Market, 71, B.R.B.B. Road, Kolkata - 700001.
Tel : (033) 22357270 / 22357271, Fax : (033) 22156823,
Email : firstname.lastname@example.org
8. Share transfer system: The share transfers in physical form are processed within 15 days from the date of receipt of the valid documents, complete in all respects.
9. Shareholding pattern: As on March 2010, the entire equity and preference share capital of the Company were held by Techno Electric & Engineering Company Limited (Transferor Company) along with its associates.
10. The shares of the Company are tradable in dematerialised form with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN is INE286K01024
11. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments during the financial year.
12. Plant locations: The Company has 22 wind turbine generators in Tamilnadu and 8 wind turbine generators in Karnataka with aggregating generating capacity of 45 mw.
13. Company details :
Address for correspondence: Techno Electric & Engineering Company Limited
P-46A, Radha Bazar Lane, Kolkata - 700001.
Tel : (033) 22254671, 22254472, 22253276 Fax : (033) 22254478,
E-Mail : email@example.com Website : http://www.techno.co.in
Corporate Identity Number: U40108WB2005PLC139595
The compliance certificate on Corporate Governance, declarations and other certificates as per the requirement of the Listing Agreement shall be complied with and attached in the next report.