Annexure I |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | |
| Is there any change in information of board of directors compare to previous quarter | Yes |
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes |
| 1 | Mr | Omparkash Verma | ANEPV6306K | 07411027 | Non-Executive - Independent Director | Not Applicable | | 29-08-2016 | | 60 | 1 | 1 | 1 | |
| 2 | Mr | Alok Kumar Gupta | ABMPG1782G | 06555961 | Executive Director | Not Applicable | | 30-04-2013 | | | 1 | 2 | 0 | |
| 3 | Mr | Upendra Prasad | AGHPP3386P | 01758353 | Non-Executive - Independent Director | Not Applicable | | 28-08-2015 | | 60 | 1 | 1 | 1 | |
| 4 | Ms | Jeanette Luisa Alphonso | ADFPA1983J | 07145918 | Non-Executive - Independent Director | Not Applicable | | 28-08-2015 | | 60 | 1 | 2 | 0 | |
Annexure 1 |
II. Composition of Committees |
| Disclosure of notes on composition of committees explanatory | |
| Is there any change in information of committees compare to previous quarter | Yes |
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 1 | Audit Committee | Mr. Upendra Prasad | Non-Executive - Independent Director | Chairperson | |
| 2 | Audit Committee | Mr. Alok Kumar Gupta | Executive Director | Member | |
| 3 | Audit Committee | Ms. Jeanette Luisa Alphonso | Non-Executive - Independent Director | Member | |
| 4 | Audit Committee | Mr. Omparkash Verma | Non-Executive - Independent Director | Member | |
| 5 | Nomination and remuneration committee | Mr. Omparkash Verma | Non-Executive - Independent Director | Chairperson | |
| 6 | Nomination and remuneration committee | Mr. Upendra Prasad | Non-Executive - Independent Director | Member | |
| 7 | Nomination and remuneration committee | Ms. Jeanette Luisa Alphonso | Non-Executive - Independent Director | Member | |
| 8 | Stakeholders Relationship Committee | Mr. Omparkash Verma | Non-Executive - Independent Director | Chairperson | |
| 9 | Stakeholders Relationship Committee | Mr. Alok Kumar Gupta | Executive Director | Member | |
| 10 | Stakeholders Relationship Committee | Ms. Jeanette Luisa Alphonso | Non-Executive - Independent Director | Member | |
Annexure 1 |
II. Composition of Committees |
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 11 | Stakeholders Relationship Committee | Mr. Upendra Prasad | Non-Executive - Independent Director | Member | |
| 12 | Corporate Social Responsibility Committee | Mr. Omparkash Verma | Non-Executive - Independent Director | Chairperson | |
| 13 | Corporate Social Responsibility Committee | Mr. Alok Kumar Gupta | Executive Director | Member | |
| 14 | Corporate Social Responsibility Committee | Mr. Upendra Prasad | Non-Executive - Independent Director | Member | |
| 15 | Corporate Social Responsibility Committee | Ms. Jeanette Luisa Alphonso | Non-Executive - Independent Director | Member | |
| 16 | Other Committee | Mr. Omparkash Verma | Non-Executive - Independent Director | Chairperson | Vigil Mechanism Committee |
| 17 | Other Committee | Mr. Alok Kumar Gupta | Executive Director | Member | Vigil Mechanism Committee |
| 18 | Other Committee | Mr. Upendra Prasad | Non-Executive - Independent Director | Member | Vigil Mechanism Committee |
| 19 | Other Committee | Ms. Jeanette Luisa Alphonso | Non-Executive - Independent Director | Member | Vigil Mechanism Committee |
| 20 | Other Committee | Mr. Omparkash Verma | Non-Executive - Independent Director | Chairperson | Finance & Borrowing Committee |
Annexure 1 |
IV. Meeting of Committees |
| Disclosure of notes on meeting of committees explanatory | |
| Sr | Name of Committee | Date(s) of meeting of the committee in the relevant quarter | Whether requirement of Quorum met (Yes/No) | Requirement of Quorum met (details) | Date(s) of meeting of the committee in the previous quarter | Maximum gap between any two consecutive meetings (in number of days) | Name of other committee |
| 1 | Audit Committee | 10-08-2017 | Yes | All members were present at the meeting | 29-05-2017 | 72 | |
| 2 | Nomination and remuneration committee | | Yes | All members were present at the meeting | 29-05-2017 | | |
| 3 | Corporate Social Responsibility Committee | | Yes | All members were present at the meeting | 29-05-2017 | | |
Annexure 1 |
VI. Affirmations |
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure III |
Annexure III to be submitted by listed entity at the end of 6 months after end of financial year along-with second quarter report of next financial year |
I. Affirmations |
| Sr | Broad heading | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | No | The Chairperson informed in advance her inability to attend the Annual General Meeting owing to pre-occupation and appointed her authorised representative to attend the said meeting on her behalf. |
| 4 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |