Composition and size of the Board

The Directors possess experience and specialization in diverse fields, such as project management, legal, banking, finance, administration, etc.

The composition of the Board and category of Directors are as follows:

 Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Familiarisation Programme for Independent Directors

Preamble

Regulation 25(7) of the SEBI (LODR) Regulations, 2015 Inter-alia stipulates that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. Purpose and Objective The familiarisation programme is structured to assist the Independent Directors to understand the Company and its business so as enable him in effective discharge of his duties. Overview of the Familiarisation process At the time of the appointment At the time of the appointment, the Independent Directors are informed about their role and responsibilities and are given an overview of business, operations and business model of the Company including an overview on Power Sector and Industry Sector. Immediately after appointment Independent Director are also provided with copies of the following documents

1. A) Annual Reports of the Company of the last three years;
2. B) Criteria of Independence applicable on Independent Directors as per the Regulation 16(b) of the SEBI(LODR) Regulations, 2015 and the Companies Act, 2013
3. C) Copies of code of conduct and Ethics for Board Members, Code for Prevention of Insider Trading in REC Equity Shares/Securities and other policies.
4. D) The Board members are provided with internal policies to enable them to familiarize with the Company’s procedures and practices.

Regular Familiarisation modules

1. A) Presentations on the business and performance of the Company are made at the Board Meetings to familiarize the Independent Directors with the strategy, operations and functions of the Company. The Programme aims to provide insights into the Company to enable the Independent Directors to be in a position to take well-informed timely decisions and contribute significantly to the Company.
2. B) Each director of the Company has complete access to any information relating to the Company.
3. C) Board Members are promptly updated on any change and new development with regard to relevant regulatory requirement such as SEBI regulations, Companies Act etc.
4. D) Familiarisation programmes are also proposed to be conducted on need basis during the term of the directors.
5. E) The Board members are also made aware about the compliances applicable on the Company by way of quarterly compliances report.
6. F) Independent Directors have the freedom to interact with the Company’s management during the Board/ Committee of Directors meetings or otherwise.
7. G) Need Based training is provided to the Board Members on various matters. The Board Members based on their requirement attend various seminars, conferences, training programmes from time to time.
8. H) The Board members are also encouraged to advise the Company to adopt further programmes for their familiarization with the Company. During the Financial Year 2022-23, Company has organized 3 programme for the Independent Directors covering various areas including Overview of Business Activities & Financial Status of the Company and Role & Responsibilities of Board & Independent Directors as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The duration of these programmes was around 6 hours 30 minutes.

Terms and Conditions of appointment of Independent Directors

1. Period of Appointment: Subject to the provisions of Section 149 of Companies Act, 2013, the appointment shall be for 5 consecutive years. Notwithstanding the other provisions of this letter, the Appointment may be terminated at any time by the Company in accordance with the Companies Acts, 2013 or Articles of Association or the Director may resign by written notice. It is desirable that the Director gives the Chairman reasonable forewarning of his/her intention to resign or to not seek re-election (where that is possible) so that the Company can plan for succession of skills and experience on the board. Upon such termination or resignation for any reason, the Director shall not be entitled to any damages for loss of office and no fee will be payable to the Director in respect of any unexpired portion of the term of the Appointment.
2. The expectation of the Board from the appointed Director: The Board expects from the appointed Independent Director that he/she shall — – comply with the provisions of the Companies Act, 2013 and the rules made thereunder, including any statutory modification or amendment thereof and provisions of the listing agreement executed by the Company with stock exchanges as applicable to him/her as Independent Director. – understand and carry out diligently, his roles & functions and duties as provided under Schedule IV to the Companies Act, 2013. – adhere to the Code of Conduct of the Company for the members of the Board and Senior Management as laid down by the Board and confirm adherence of the same on an annual basis. – shall avoid conflict of interest with the overall interests of the Company. – shall apply the highest standards of confidentiality and not disclose to any person or entity (whether during the course of the Appointment or at any time after its termination) any confidential information concerning the Company and any group Companies which he may come to know by virtue of his position as Independent Director of the Company. – shall act diligently and in good faith for the interest of the Company.
3. Appointment in Board Level Committees and its tasks: During the tenure as Independent Director, he/she may be requested to serve on one or more Committees of the Board. The Director is expected to carry out his duties / tasks as member/chairman of such Committee(s) of the Board as per the terms of reference of such committee(s).
4. The fiduciary duties that come with such appointment along with accompanying liabilities: a. The Director, being at a statutory position and appointed pursuant to requirements of the laws, the appointment comes with fiduciary duties of a director as a trustee of the interests of the Company. b. A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, community and for the protection of environment. c. A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment. d. The Director shall disclose interest in any of the contract or arrangements and also disclose the interest on periodical basis as required under law. e. The Director shall not misuse the assets, property, information or any other matter that he/she may have access to, in the capacity as a Director of the Company. The Director shall not engage in Insider Trading Activities. The above list is only indicative and not exhaustive. Any breach of fiduciary duties would warrant civil and criminal action or both by the Company its shareholders, statutory authorities and others. The Companies Act, 2013, envisages huge penalties and imprisonment for such breaches. The Directors are also exposed to Class Action Suit by Shareholders.
5. Provision for Directors and Officers (D and O) insurance, if any: All the Directors and Officers of the Company are covered by D and O liability insurance.
6. The Code of Business Ethics that the Company expects its directors and employees to follow: The Company has formulated a detailed Code of Conduct for the Board of Directors and Senior Employees of the Company. The Code of Conduct is also displayed in the Company’s website. The Director shall affirm compliance with the code on an annual basis.
7. The list of actions that a director should not do while functioning as such in the Company: The Directors shall not – a. Misuse the information in his/her possession. b. Engage in any way (both directly and indirectly) in any activity having conflict of interest with that of the Company. c. Break any law of the land or indulge or provoke the co-directors or employees to do the same. d. Enter into any contract or arrangement wherein he is directly or indirectly interested as per the provisions of the act. e. A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company. f. A director of a company shall not assign his office and any assignment so made shall be void. The above list is only indicative and not exhaustive.
8. The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any: The Independent Directors shall be paid sitting fees, as may be determined by the Board, for participating in the Board, Committee Meetings or other meetings. The out of pocket expenses reasonably incurred by the Directors for attending the Board or Committee Meetings or any other work of the Company shall be reimbursed. Independent Directors may also be entitled to commission as may be decided by the Board from time to time, subject to the approval of the members of the Company.
9. Confidentiality: The Director must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the Appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies with which the Director comes into contact by virtue of his/her position as an Independent Director of the Company. The attention is drawn to the requirements under the applicable laws as to the disclosure of price-sensitive information. Consequently he/she should avoid making any statements that might risk a breach of these requirements without prior clearance from the other Members of the Board of Directors of the Company. On termination of the Appointment the Director will deliver to the Company all books, document, papers and other property of or relating to the business of the Company which are in his/her possession, custody or power by virtue of his/her position as an Independent Director of the Company. The Company may arrange the disposal of papers that the Director no longer requires.
10. Miscellaneous: Independent Directors shall give annual declaration as required under the provision of section 149(7) of the Companies Act, 2013 and the rules made thereunder. An Independent Director shall not serve as an independent director in more than seven listed companies or such number of listed Companies as may be stipulated by the Listing Agreement or any other law of the land, for the time being in force. Further, an Independent Director who is serving as a whole time director in any listed company shall not serve as an independent director in more than three listed companies or such number of listed Companies as may be stipulated by the Listing Agreement or any other law of the land, for the time being in force