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 | Textual Information(1) |
| Whether the listed entity has a Regular Chairperson | Yes |
| Whether Chairperson is related to MD or CEO | No |
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth |
| 1 | Mr | Gaurav Swarup | AKTPS6727K | 00374298 | Executive Director | Chairperson | MD | 21-11-1956 |
| 2 | Mr | Ajay Gaggar | ADVPG1043M | 00210230 | Non-Executive - Independent Director | Not Applicable | | 14-08-1963 |
| 3 | Mr | Probir Roy | ADIPR3014L | 00033045 | Non-Executive - Independent Director | Not Applicable | | 19-04-1944 |
| 4 | Mr | Debanjan Mandal | AANPM6755B | 00469622 | Non-Executive - Independent Director | Not Applicable | | 26-08-1973 |
| 5 | Mr | Varun Swarup | AXCPS9834P | 02435858 | Non-Executive - Non Independent Director | Not Applicable | | 13-10-1983 |
| 6 | Ms | Devina Swarup | AXCPS9833L | 06831620 | Non-Executive - Non Independent Director | Not Applicable | | 17-03-1985 |
| 7 | Mr | Anish Modi | AAZPM7200M | 00031232 | Non-Executive - Independent Director | Not Applicable | | 21-03-1966 |
I. Composition of Board of Directors |
| Sr | Whether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | 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) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | NA | | 17-04-1990 | 11-02-2022 | | | 6 | 3 | 5 | 1 | | | |
| 2 | NA | | 24-07-2024 | 23-09-2024 | | 2 | 1 | 1 | 1 | 0 | | | |
| 3 | Yes | 22-03-2019 | 07-11-2017 | 07-11-2022 | | 109.24 | 2 | 2 | 0 | 3 | | | |
| 4 | NA | | 07-11-2017 | 07-11-2022 | | 109.24 | 5 | 5 | 6 | 0 | | | |
| 5 | NA | | 07-11-2017 | | | | 1 | 0 | 0 | 0 | | | |
| 6 | NA | | 07-11-2017 | | | | 1 | 0 | 1 | 1 | | | |
| 7 | NA | | 11-09-2013 | | 23-09-2024 | 159.2 | 0 | 0 | 0 | 0 | Tenure Completion | Textual Information(2) | |
Text Block |
| Textual Information(1) |
Mr Gaurav Swarup is the Chairman & Managing Director of the Company.
Mr. Ajay Gaggar was appointed as an Additoonal Director, designated as Independent Director of the Company at the Board Meeting held on 24-07-2024 subject to approval of members at the Annual General Meeting held on 23-09-2024.
Re-constitution of committee's was duly recommended by the Board of Directors at its board meeting held on 24-07-2024, effective dated 24-09-2024. Since, Mr. Anish Modi was not associated in any of the committee's as on quarter ended 30-09-2024, therefore, this note shall be considered for reference purposes.
Audit committee:
Existing (upto close of business hours 23-09-2024): Probir Roy, Debanjan Mandal, Anish Modi and Devina Swarup
New (w.e.f 24-09-2024): Probir Roy, Debanjan Mandal, Ajay Gaggar and Devina Swarup
Committee of Independent Director:
Existing (upto close of business hours 23-09-2024): Probir Roy, Debanjan Mandal, Anish Modi
New (w.e.f 24-09-2024): Probir Roy, Debanjan Mandal, Ajay Gaggar
Nomination and Remuneration committee:
Existing (upto close of business hours 23-09-2024): Probir Roy, Debanjan Mandal, Anish Modi and Devina Swarup
New (w.e.f 24-09-2024): Probir Roy, Debanjan Mandal, Ajay Gaggar and Devina Swarup |
| Textual Information(2) |
Completion of tenure of Mr Anish Modi as an Independent Director of the Company - close of business hours of 23-09-2024
|
Annexure 1 Text Block |
| Textual Information(1) |
Re-constitution of committee's was duly recommended by the Board of Directors at its board meeting held on 24-07-2024, effective dated 24-09-2024. Since, Mr. Anish Modi was not associated in any of the committee's as on quarter ended 30-09-2024, therefore, this note shall be considered for reference purposes.
Audit committee:
Existing (upto close of business hours 23-09-2024): Probir Roy, Debanjan Mandal, Anish Modi and Devina Swarup
New (w.e.f 24-09-2024): Probir Roy, Debanjan Mandal, Ajay Gaggar and Devina Swarup
Committee of Independent Director:
Existing (upto close of business hours 23-09-2024): Probir Roy, Debanjan Mandal, Anish Modi
New (w.e.f 24-09-2024): Probir Roy, Debanjan Mandal, Ajay Gaggar
Nomination and Remuneration committee:
Existing (upto close of business hours 23-09-2024): Probir Roy, Debanjan Mandal, Anish Modi and Devina Swarup
New (w.e.f 24-09-2024): Probir Roy, Debanjan Mandal, Ajay Gaggar and Devina Swarup |
Other Committee |
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
| 1 | 06831620 | Devina Swarup | SHARE TRANSFER AND
INVESTMENT COMMITTEE | Non-Executive - Non Independent Director | Chairperson | |
| 2 | 00469622 | Debanjan Mandal | SHARE TRANSFER AND
INVESTMENT COMMITTEE | Non-Executive - Independent Director | Member | |
| 3 | 00469622 | Debanjan Mandal | COMMITTEE'S OF INDEPENDENT
DIRECTOR | Non-Executive - Independent Director | Member | |
| 4 | 00033045 | Probir Roy | COMMITTEE'S OF INDEPENDENT
DIRECTOR | Non-Executive - Independent Director | Chairperson | |
| 5 | 00031232 | Anish Modi | COMMITTEE'S OF INDEPENDENT
DIRECTOR | Non-Executive - Independent Director | Member | Textual Information(1) |
| 6 | 00210230 | Ajay Gaggar | COMMITTEE'S OF INDEPENDENT
DIRECTOR | Non-Executive - Independent Director | Member | |
Annexure 1 |
Annexure 1 |
III. Meeting of Board of Directors |
| Disclosure of notes on meeting of board of directors explanatory | |
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present*
(All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 15-04-2024 | | | | Yes | 6 | 6 | 3 |
| 2 | 02-05-2024 | | 16 | | Yes | 6 | 6 | 3 |
| 3 | | 24-07-2024 | 82 | | Yes | 7 | 7 | 4 |
Annexure 1 |
IV. Meeting of Committees |
| Disclosure of notes on meeting of committees explanatory | |
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 02-05-2024 | | | | Yes | 4 | 4 | 3 | 0 |
| 2 | Audit Committee | 24-07-2024 | 82 | | | Yes | 4 | 4 | 3 | 0 |
| 3 | Nomination and remuneration committee | 02-05-2024 | | | | Yes | 4 | 4 | 3 | 0 |
| 4 | Nomination and remuneration committee | 24-07-2024 | 82 | | | Yes | 4 | 4 | 3 | 0 |
| 5 | Stakeholders Relationship Committee | 02-05-2024 | | | | Yes | 3 | 3 | 2 | 0 |
| 6 | Stakeholders Relationship Committee | 22-07-2024 | 80 | | | Yes | 3 | 3 | 2 | 0 |
Annexure 1 |
IV. Meeting of Committees |
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Corporate Social Responsibility Committee | 02-05-2024 | | | | Yes | 3 | 3 | 1 | 0 |
| 8 | Other Committee | 02-05-2024 | | Share transfer and investment committee | | Yes | 2 | 2 | 1 | 0 |
| 9 | Other Committee | 18-05-2024 | 15 | Share transfer and investment committee | | Yes | 2 | 2 | 1 | 0 |
| 10 | Other Committee | 02-05-2024 | | Committee of Independent Director | | Yes | 3 | 3 | 3 | 0 |
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 1000 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 |
III. Affirmations |
| Sr | Particulars | 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) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Submission of Annual Secretarial Compliance Report | 24A(2) | Yes | |
| 7 | Whether “Corporate Governance Report” disclosed in Annual
Report | 34(3) read with para C of Schedule V | Yes | |
| 6 | |
Additional Half yearly Disclosure |
| Applicability of disclosure | Applicable | |
| Reason for Non Applicability | Textual Information(1) | |
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below |
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | 0 | 0 | |
| Promoter Group or any other entity controlled by them | 0 | 0 | |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | |
| KMPs or any other entity controlled by them | 0 | 0 | |
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By |
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | 0 | 0 | 0 |
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
| KMPs or any other entity controlled by them | 0 | 0 | 0 |
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by |
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | 0 | 0 | 0 |
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
| KMPs or any other entity controlled by them | 0 | 0 | 0 |
| (D) Additional Information | Textual Information(2) |
II. Affirmations |
| Affirmations | Compliance Status | Company Remarks |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | Yes | Textual Information(3) |
| Name | ARUN KUMAR SINGHANIA | | |
| Designation | CFO | | |
| Place | Kolkata | | |
| Date | 30-09-2024 | | |