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) |
| Disclosure of notes on composition of board of directors explanatory | 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 | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity | Notes |
| 1 | Mr | ASHWINKUMAR H. GUPTA | AASPG1416A | 00010850 | Executive Director | Chairperson | | 01-11-2014 | | | 1 | 0 | 0 |
2 | Mr | SUDHIR H. GUPTA | ABIPG3060D | 00010853 | Executive Director | Not Applicable | CEO-MD | 01-09-2013 | | | 1 | 1 | 0 | 3 | Mr | VARUN S. GUPTA | AJFPG5665C | 02938137 | Executive Director | Not Applicable | | 01-07-2015 | | | 1 | 0 | 0 | 4 | Mr | RAHUL M. YENURKAR | AAFPY8416P | 06802786 | Executive Director | Not Applicable | | 14-02-2014 | | | 1 | 0 | 0 | 5 | Mr | MAHESH SHEREGAR | BNNPS1090M | 02493456 | Non-Executive - Non Independent Director | Not Applicable | | 13-08-2010 | | | 1 | 0 | 0 | 6 | Mr | BIMAL DESAI | AFIPD0289F | 00872271 | Non-Executive - Independent Director | Not Applicable | | 08-09-2014 | | 60 | 1 | 0 | 2 | 7 | Mr | TILAK RAJ BAJALIA | ABLPB5232B | 02291892 | Non-Executive - Independent Director | Not Applicable | | 13-02-2015 | | 60 | 2 | 3 | 0 | 8 | Mrs | KAVITA R. JOSHI | AUMPK2752M | 07138704 | Non-Executive - Independent Director | Not Applicable | | 30-05-2015 | | 60 | 1 | 2 | 0 |
Annexure 1 |
II. Composition of Committees |
| Is there any change in composition 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.BIMAL DESAI | Non-Executive - Independent Director | Chairperson | |
2 | Audit Committee | MR.TILAK RAJ BAJALIA | Non-Executive - Independent Director | Member | | 3 | Audit Committee | MRS.KAVITA R. JOSHI | Non-Executive - Independent Director | Member | | 4 | Audit Committee | MR.SUDHIR H. GUPTA | Executive Director | Member | | 5 | Nomination and remuneration committee | MR.BIMAL DESAI | Non-Executive - Independent Director | Chairperson | | 6 | Nomination and remuneration committee | MR.TILAK RAJ BAJALIA | Non-Executive - Independent Director | Member | | 7 | Nomination and remuneration committee | MRS.KAVITA R. JOSHI | Non-Executive - Independent Director | Member | | 8 | Stakeholders Relationship Committee | MR.BIMAL DESAI | Non-Executive - Nominee Director | Chairperson | | 9 | Stakeholders Relationship Committee | MR.TILAK RAJ BAJALIA | Non-Executive - Independent Director | Member | | 10 | Stakeholders Relationship Committee | MRS.KAVITA R. JOSHI | Non-Executive - Independent Director | Member | | 11 | Stakeholders Relationship Committee | MR.RAHUL YENURKAR | Executive Director | Member | |
Annexure 1 |
IV. Meeting of Committees |
| 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) |
| 1 | Audit Committee | 10-02-2016 | Yes | All the members were present | 09-11-2015 | 92 |
2 | Stakeholders Relationship Committee | 10-02-2016 | Yes | All the members were present | 09-11-2015 | 92 | 3 | Nomination and remuneration committee | 10-02-2016 | Yes | All the members were present | | |
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 | No |
| 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. Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) |
| 9 | Any other information to be provided | Textual Information(2) |
Annexure II |
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
I. Disclosure on website in terms of Listing Regulations |
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | | www.indiasteel.in |
| 2 | Terms and conditions of appointment of independent directors | Yes | | www.indiasteel.in |
| 3 | Composition of various committees of board of directors | Yes | | www.indiasteel.in |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | www.indiasteel.in |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.indiasteel.in |
| 6 | Criteria of making payments to non-executive directors | Yes | | www.indiasteel.in |
| 7 | Policy on dealing with related party transactions | Yes | | www.indiasteel.in |
| 8 | Policy for determining ‘material’ subsidiaries | NA | | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | www.indiasteel.in |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | www.indiasteel.in |
| 11 | email address for grievance redressal and other relevant details | Yes | | www.indiasteel.in |
| 12 | Financial results | Yes | | www.indiasteel.in |
| 13 | Shareholding pattern | Yes | | www.indiasteel.in |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
| 15 | New name and the old name of the listed entity | NA | | |
Annexure II |
II. Annual Affirmations |
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | No | Mr.Gaurav Chhabria, Non-executive Independent Director resigned on 6th November,2015.The replacement has not been made as per provisions of Regulation 25(6). |
| 2 | Board composition | 17(1) | No | The toatl strength of the Board is 8 comprising 4 executive /wholetime Directors (Includes Chairman), 1 Non-Executive Non-Independent Director, 3 Non-Executive Independent(include one woman Director).50% of the toal strength are not independent. |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Review of Compliance Reports | 17(3) | Yes | |
| 5 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 6 | Code of Conduct | 17(5) | Yes | |
| 7 | Fees/compensation | 17(6) | Yes | |
| 8 | Minimum Information | 17(7) | Yes | |
| 9 | Compliance Certificate | 17(8) | Yes | |
| 10 | Risk Assessment & Management | 17(9) | NA | |
| 11 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 12 | Composition of Audit Committee | 18(1) | Yes | |
| 13 | Meeting of Audit Committee | 18(2) | Yes | |
| 14 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 15 | Composition of Stakeholder Relationship Committee | 20(1) & (2) | Yes | |
| 16 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 17 | Vigil Mechanism | 22 | Yes | |
| 18 | Policy for related party Transaction | 23(1),(5),(6),(7) & (8) | Yes | |
| 19 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 20 | Approval for material related party transactions | 23(4) | Yes | |
| 21 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 22 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 23 | Maximum Directorship & Tenure | 25(1) & (2) | Yes | |
| 24 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 25 | Familiarization of independent directors | 25(7) | Yes | |
| 26 | Memberships in Committees | 26(1) | Yes | |
| 27 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 28 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 29 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | |