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    Corporate Governance

    Corporate Governance : Quarter ending : December 2024
    Archives
    Quarter Ending :December 2024

    Annexure I
    I. Composition of Board of Directors
    Disclosure of notes on composition of board of directors explanatory

    1. The Tenure for Directors has been counted for completed months for which they are serving on the Board.

    2. The Chairmanship in the Committees is also considered as membership in this Report. In reference to Disclosure under Regulation 26(1) of the SEBI (LODR) Regulations, 2015, we have considered Chairmanship of Audit & Stakeholders Relationship Committee pertaining to only listed entities and Chairmanship of unlisted public entities is considered as Membership only.

    3.Mr. Amitabha Guha ceased to be a Director w.e.f. 1st October, 2024 in view of his resignation from the Board. Further, Mr. Marco Philippus Ardeshir Wadia was appointed as an Independent Director w.e.f. 30th December, 2024
    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 DIN Category Disqualification of Directors under section 164 of the Companies Act, 2013 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
    Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status
    1 Mr S. K. Poddar 00008654 Executive Director,Chairperson related to Promoter No - - - Active NA - 25-09-2010 25-09-2020 - - 5 0 0 0 -
    2 Mr Utsav Parekh 00027642 Non-Executive - Independent Director No - - - Active NA - 04-09-2018 04-09-2023 - 75.00 6 4 7 3 -
    3 Mr Virendra Sinha 03113274 Non-Executive - Independent Director No - - - Active NA - 17-02-2021 17-02-2024 - 46.00 3 3 4 0 -
    4 Mr P. S. Bhattacharyya 00329479 Non-Executive - Independent Director No - - - Active NA - 01-01-2022 01-01-2022 - 36.00 3 3 3 2 -
    5 Ms Rusha Mitra 08402204 Non-Executive - Independent Director No - - - Active NA - 17-02-2021 17-02-2024 - 46.00 7 7 10 3 -
    6 Mr Amitabha Guha 02836707 Non-Executive - Independent Director No - - - Active Yes 22-06-2022 06-05-2022 06-05-2022 01-10-2024 28.00 0 0 0 0 Others
    7 Mr Akshay Poddar 00008686 Non-Executive - Non Independent Director No - - - Active NA - 02-09-2011 02-09-2011 - - 5 0 2 1 -
    8 Mr Indrajit Mookerjee 01419627 Executive Director No - - - Active NA - 02-04-2020 02-04-2023 - - 1 0 1 0 -
    9 Mr Sudipta Mukherjee 06871871 Executive Director,MD No - - - Active NA - 01-06-2023 01-06-2023 - - 1 0 1 0 -
    10 Mr A. K. Vijay 01103278 Executive Director No - - - Active NA - 01-01-2015 01-01-2023 - - 1 0 1 0 -
    11 Mr U. V. Kamath 00648897 Executive Director No - - - Active NA - 01-02-2024 01-02-2024 - - 1 0 0 0 -
    12 Mr Hemant Bangur 00040903 Non-Executive - Independent Director No - - - Active NA - 16-05-2024 16-05-2024 - 7.00 5 1 5 0 -
    13 Mr Marco Philippus Ardeshir Wadia 00244357 Non-Executive - Independent Director No - - - Active NA - 30-12-2024 30-12-2024 - - 3 3 2 1 -

     
    Annexure II
    Website Affirmations
    Sr. No. Item Compliance status Details of non-compliance Web address
    Disclosure of notes on website in terms of Listing Regulations explantory -

     
    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
    no record found
    Any other information to be provided -

    1 Name of signatory K. K. Rajgaria
    2 Designation Company Secretary and Compliance Officer
     
    Annexure IV
    Additional Half Yearly Disclosure
    I. Disclosure of Loans/ guarantees/comfort letters /securities etc.

    Applicability of disclosure
    Reason for Non Applicability

    (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
    no record found

    (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)
    no record found

    (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
    no record found

    (D) Additional Information
    Affirmations Compliance Status
    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.
    Name -
    Designation -
    Place -
    Date

    Signatory Details:
    Name of signatory K. K. Rajgaria
    Designation of person Company Secretary and Compliance Officer
    Place --
    Date

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    13 Apr 25 | 07:15 (IST)
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