As per the Clause 49 of the Equity Listing Agreement, all the listed entities including listed Central Public Sector Enterprises (CPSEs) are required to appoint requisite number of Independent Directors on their Boards. Where the Chairman of the Board is a non-executive director, at least one-third of the Board should comprise of Independent Directors and in case he is an executive director, at least half of the Board should comprise of Independent Directors.

As per available information (for the quarter ended 31.12.2010), 25 listed CPSEs have not yet complied with Clause 49 (I) (A) of Equity Listing Agreement, which specifies the composition of the Board for the listed companies. The list of these 25 CPSEs is annexed. The main reason for delay in appointment of requisite number of Independent Directors on the Boards of these 25 CPSEs is the non-initiation of the proposals for appointment of Independent Directors by the concerned Administrative Ministries/Departments in time.

This information was given by the Minister of State for Heavy Industries and Public Enterprises  Shri A. Sai Prathap in reply to a  question in the Rajya Sabha today.

The Administrative Ministries/Departments have already been advised to submit the proposals for appointment of Independent Directors at least six months in advance of the date of occurrence of the vacancies. The Government has issued Guidelines on Corporate Governance for CPSEs which require mandatory appointment of requisite number of Independent Directors on the Boards of CPSEs. Further, a proposal providing for definite time-frame for the processes involved in selection and appointment of Independent Directors on the Boards of CPSEs has recently been approved by the Government.

Listed Central Public Sector Enterprises (CPSEs) whose Boards do not have required number of Independent Directors as stipulated by SEBI

(for quarter ending December, 2010)

S.No Name of the CPSE
1 Balmer Lawrie Investments Limited
2 Bharat Petroleum Corporation Limited
3 Bharat Heavy Electrical Limited
4 Chennai Petroleum Corporation of India Limited
5 Engineers India Limited
6 GAIL (India) Limited
7 Hindustan Organic Chemicals Limited
8 Hindustan Petroleum Corporation Limited
9 HMT Limited
10 Indian Oil Corporation Limited
11 Indian Tourism Development Corporation Limited
12 IRCON International Limited
13 Madras Fertilizers Limited
14 Mangalore Refinery and Petrochemicals Limited
15 MMTC Limited
16 National Aluminium Company Limited
17 National Fertilizers Limited
18 Neyveli Lignite Corporation Limited
19 Oil & Natural Gas Corporation Limited
20 Rashtriya Chemicals and Fertilizers Limited
21 Rural Electrification Corporation Limited
22 SJVN Limited
23 State Trading Corporation Of India Limited
24 Steel Authority of India Limited
25 KIOCL Limited

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