Integrated Governance

THERMAX LIMITED

General information about company

Scrip code	500411
NSE Symbol	THERMAX
MSEI Symbol	NOTLISTED
ISIN	INE152A01029
Date of start of financial year	01-04-2024
Date of end of financial year	31-03-2025
Reporting Quarter Type	Quarterly
Date of Quarter Ending	31-12-2024
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	true
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	true
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	true
Risk management committee	true
Market Capitalisation as per immediate previous Financial Year	Top 500 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	t00088
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

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
Whether the listed entity has a Regular Chairperson						true
Whether Chairperson is related to MD or CEO						false	Disqualification of Directors under section 164 of the Companies Act, 2013
Sr no.	Title(Mr/Ms)	Name of the Director	Category 1 of directors	Category 2 of directors	Category 3 of directors	Whether the director is disqualified?	Start Date of disqualification	End Date of disqualification	Details of disqualification	Current status	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(Refer Regulation 17A(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)	Reason for Cessation	Notes for not providing PAN	Notes for not providing DIN
1	Mrs	MEHER PUDUMJEE	Non-Executive - Non Independent Director	Chairperson related to Promoter		false				Active	NA		15-01-2001	15-01-2001			2	1	1	0
2	Mr	PHEROZ N PUDUMJEE	Non-Executive - Non Independent Director	Not Applicable		false				Active	NA		15-01-2001	01-08-2023			2	1	3	1
3	Mr	HARSH CHARANDAS MARIWALA	Non-Executive - Independent Director	Not Applicable		false				Active	Yes	06-08-2021	10-11-2016	10-11-2021		97.21	4	2	1	0
4	Mr	S.B. PANDIT	Non-Executive - Independent Director	Not Applicable		false				Active	Yes	02-08-2022	30-05-2017	30-05-2022		91.02	2	1	1	0
5	Mrs	RAJANI KESARI	Non-Executive - Independent Director	Not Applicable		false				Active	NA		14-11-2018	14-11-2023		73.17	1	1	2	1
6	Mr	RAVI SHANKAR GOPINATH	Non-Executive - Independent Director	Not Applicable		false				Active	NA		10-11-2021	10-11-2021		37.21	1	1	0	0
7	Mr	SHYAMAK RAMYAR TATA	Non-Executive - Independent Director	Not Applicable		false				Active	NA		17-10-2023	17-10-2023		14.15	3	3	6	5
8	Mr	PARAG C SHAH	Non-Executive - Independent Director	Not Applicable		false				Active	NA		12-12-2024	12-12-2024		0.2	3	3	3	0
9	Mr	ASHISH BHANDARI	Executive Director	Not Applicable	CEO-MD	false				Active	NA		01-09-2020				1	0	1	0

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	SHYAMAK RAMYAR TATA	Non-Executive - Independent Director	Chairperson	17-10-2023
2	RAJANI KESARI	Non-Executive - Independent Director	Member	14-11-2018
3	PHEROZ N PUDUMJEE	Non-Executive - Non Independent Director	Member	09-11-2004

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	HARSH CHARANDAS MARIWALA	Non-Executive - Independent Director	Chairperson	10-11-2016
2	MEHER PUDUMJEE	Non-Executive - Non Independent Director	Member	06-03-2015
3	S.B. PANDIT	Non-Executive - Independent Director	Member	02-08-2022
4	RAVI SHANKAR GOPINATH	Non-Executive - Independent Director	Member	22-07-2024

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	PHEROZ N PUDUMJEE	Non-Executive - Non Independent Director	Chairperson	02-05-2001
2	MEHER PUDUMJEE	Non-Executive - Non Independent Director	Member	02-03-2001
3	S.B. PANDIT	Non-Executive - Independent Director	Member	14-11-2018
4	ASHISH BHANDARI	Executive Director	Member	18-06-2020

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	S.B. PANDIT	Non-Executive - Independent Director	Chairperson	22-07-2024
2	PHEROZ N PUDUMJEE	Non-Executive - Non Independent Director	Member	08-08-2019
3	SHYAMAK RAMYAR TATA	Non-Executive - Independent Director	Member	17-10-2023
4	RAVI SHANKAR GOPINATH	Non-Executive - Independent Director	Member	22-07-2024

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	MEHER PUDUMJEE	Non-Executive - Non Independent Director	Chairperson	27-05-2014
2	S.B. PANDIT	Non-Executive - Independent Director	Member	14-11-2018
3	SHYAMAK RAMYAR TATA	Non-Executive - Independent Director	Member	22-07-2024

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	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)	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	03-07-2024			true	10	10	7
2	01-08-2024	28		true	8	8	5
3	25-10-2024	84		true	8	8	5
4	13-11-2024	18		true	8	8	5

Annexure I

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				true	5	5	4	0
2	Audit Committee	18-07-2024	16			true	5	4	3	0
3	Audit Committee	31-07-2024	12			true	3	3	2	0
4	Audit Committee	22-08-2024	21			true	3	3	2	0
5	Audit Committee	12-11-2024	81			true	3	3	2	0
6	Stakeholders Relationship Committee	25-07-2024				true	4	4	1	0
7	Stakeholders Relationship Committee	25-10-2024	91			true	4	4	1	0
8	Nomination and remuneration committee	23-08-2024				true	4	4	3	0
9	Nomination and remuneration committee	12-12-2024	110			true	4	4	3	0

Annexure I

V. 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	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	Yes
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.	true
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.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	JANHAVI KHELE
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Signatory Details

Name of signatory	JANHAVI KHELE
Designation of person	Company Secretary and Compliance Officer
Place	PUNE
Date	14-01-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		1
No. of investor complaints disposed off during the Quarter		1
No. of investor complaints those remaining unresolved at the end of the Quarter		0

Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr.No.	Name of the unlisted company in which shares or voting rights have been acquired	Date of acquisition	Aggregate holding (% shares or voting rights) as at the end of the previous quarter	% shares or voting rights acquired during the quarter	Aggregate holding (% shares or voting rights) as at the end of the quarter
1	Onix-Two Enersol Private Limited	08-10-2024	0.00	100.00	100.00
2	Buildtech Products India Private Limited	20-12-2024	0.00	100.00	100.00

Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr.No.	Name of the authority	Nature and details of the action(s) taken or order(s) passed	Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority	Details of the violation(s)/ contravention(s) committed or alleged to be committed	Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1	Assistant Commissioner, Local Body Tax Department (LBT), Pimpri Chinchwad Municipal Corporation	Assessment Order passed by above mentioned authority for FY 2013-14, FY 2014-15 and 2015-16 with demand of Rs. 39 crores and interest of Rs. 39 Crores and penalty of Rs. 25,000/-	21-09-2024	The Company has received assessment order from authority levying penalty and interest for shortfall in payment of tax as best judgement Assessment.	The Company is taking necessary steps to appeal against the Order before the appropriate Authority. The Company does not foresee any impact on its financial, or operational or other activities.

Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr.No.	Name of the opposing party	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Current status of the litigation / dispute
1	Commissioner of Customs (NS-II), JNCH, Nhava Sheva	27-09-2024	Order passed by authority for recovery of Customs Duty of Rs. 6.81 Cr., Rs. 2 Cr u/s 125, Rs. 1.20 Cr. u/s 112(a) of Customs Act, 1962	Company has filed the application before CESTAT Mumbai against the demand.
2	Income Tax Department	05-04-2024	Demand Notice u/s 156 & assessment Order u/s 147 read with section 144 read with section 144B of the Income Tax Act, 1961 for non-filing of Income Tax Returns for FY 2017-18 and FY 2018-19 by Thermax Babcock and Wilcox Limited (Amalgamated).	We filed writ petitions in the High court of Bombay in the month of April 2024. The hon'ble court decided matters in our favour, quashing notice issued u/s 148A(b) of the IT Act, the order passed under Section 148A(d) and the consequent assessment. Order passed for both these AY 2018-19 and 2019-20 . Â Accordingly, demand is also quashed.
3	Income Tax (Government of India)	15-08-2023	Matter related to Legal & Professional Expenses - treated as Capital Expenditure, Liquidated Damages, and Provision for Medical Expenditure & LTA for AY 2005-06 to AY 2009-10.	These are Dept appeals in HC. No further development.
4	Income Tax Appellate Tribunal (ITAT)	15-08-2023	Appeal pending with ITAT for AY 2002-03 relating to lease Rentals.	ITAT dismissed the appeal of dept and Case decided on our favour.
5	Sales Tax, Maharashtra	15-08-2023	Matter pending before 1st Appeal & Second Appeal (Tribunal) for ITC disallowance for J1-J2 mismatch for AY 2007-08 to 2017-18 (except AY 2008-09)	The matter for 2017-18 was before first appeal which had got decided in January 2024 and we have received the refund. For other years, matters are pending before VAT Tribunal . We have given our declarations for the same in December 2024 which is under verification.
6	Sales Tax, Maharashtra	15-08-2023	Assessment CST dues for AY 2000-01 & AY 2001-02 pending before High Court, Maharashtra	Matters yet to come for hearing before High Court.
7	Joint Commissioner, CGST, Pune	20-12-2024	Authority has raised the demand on issuance of Corporate Guarantees /Letter of support issued to Banks on behalf of subsidiary companies for the period FY 2017-18 to 2022-23.	We are in process of challenging the demand before GST Appellate Authority.
8	Commissioner of CGST & CE, Pune - I	24-12-2023	Commissioner of CGST & CE, Pune - I has filed an appeal before the Hon'ble Supreme Court of India.	There is no further update.