Petition No. 568/RC/2014. Case: In Re: Indian Energy Exchange Limited Vs. Central Electricity Regulatory Commission
| Case Number | Petition No. 568/RC/2014 |
| Judges | Gireesh B. Pradhan, Chairperson, M. Deena Dayalan, A.K. Singhal and A.S. Bakshi, Members |
| Issue | Companies Act, 2013 - Sections 149(6), 149(7) |
| Judgement Date | February 20, 2015 |
| Court | Central Electricity Regulatory Commission |
Order:
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The petitioner, Indian Energy Exchange Limited (IEX) has filed the instant petition on 24.12.2014 seeking approval of the Commission for inclusion of the names of Shri Dinesh Kumar Mehrotra and Shri Vallabh Roopchand Bhansali in the panel of Independent Directors for appointment on the Board of IEX. The petitioner has also filed the brief profile, declaration under Section 149(7) read with 149(6) of the Companies Act, 2013, details in "Form MBP-1" of the Companies Act, 2013 and affidavits of Shri Dinesh Kumar Mehrotra and Shri Vallabh Roopchand Bhansali in terms of Regulation 22(ii) of the Power Market Regulations.
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Regulation 22(ii) of the Power Market Regulations which deals with the Independent Directors to be appointed in the Power Exchange, is extracted as under:-
(ii) Independent Directors - At least one third of the members of the Board or a minimum of two directors, whichever is higher, shall be independent directors selected from a panel constituted by the Power Exchange and approved by the Commission out of which one person will have professional qualification and experience in finance. The panel shall be constituted of persons of repute and integrity from academics, professionals, industry representatives, public figures none of whom should have any interest in any Member of Power Exchange and any fiduciary relationship with any shareholder of Power Exchange.
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The Commission, in its order dated 7.8.2013 in Petition No. 113/2011, while approving the panel of Independent Directors discussed the requirements for appointment as Independent Directors in the said order and they are as follows:-
"7. The term "Independent Director? has not been defined in the Power Market Regulations or Companies Act, 1956. The Judicial Dictionary defines Independent Director to mean a non-executive Director who apart from receiving Director's remuneration, do not have any material/pecuniary relationship or transaction with the company, its promoters, its directors, its senior management or its holding company, its subordinates or associates which in the judgement of the Board may affect the independence of the judgement of the Director. According to Clause 49 of the Listing agreement, the definition of the term 'Independent Director' would mean a non-executive director who:
(a) Does not have a pecuniary relationship with the company, its directors, its promoters, senior management or affiliate companies;
(b) Is not related to the...
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