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Transcription

1 . Execut L&FS.. y ANNEXURE Formatto be submittedb listed entit o u basis 1. Name of Listed Entity. Quarter ending nvestment Managers Limited 31Mar19 i. Composition Of Board Of Director T Name ofthe D P Cate S Dat Dat T No No No Me Remarks i Director N A gory u eof eof e of of of mbe t N (Chai b App ces n Dir me post rshi l rpers C oint sati ur ect mb of pin e on a me on e ors ers Chai Co ( /Execu t nt hip hips rper mmi M tive/no e in in son ttee r n 9 list Au in sof ed dit/ Audi the / ive/ r enti Sta t/ Co M ndepe y ties keh Stak mpa s ndent/ incl old ehol ny ) Nomin udi er der ee) ng Co Co this mm mmi list itte ttee ed e(s) held enti incl in ty udi iste ng this list ed enti ty d entiti es inclu ding this liste d entlt Mr SMDATTA AA 1D,C AC,SC GP & Aug,NRC D NED M 8 l Ms SHUBHALAKS AF D AC,N HMl PANSE EP Jul RC 5 P L 3 l..

2 chairperfl. '... Mr SUNL MEHTA AE BP M7 13 1D i Aug 1 O'\ W ' NRC Mr Chitranjan Singh Kahlon 8 3 'AA FP K5 895 D 8 Aug Mr Nand Kishore 8 HAG PP K9 19 NED Dec Mr Kaushik Modak 1 5 A] UP M4 38 NED Dec 18 1 'senr J Company ReTnarks Whether Permanent appointed The Board of Directors of the Company on March 9, 19, have approved the reappointment of Mr S M Datta as the Chairman and an ndependent Non Executive Director on the Board of Directors of the Company for a second term of five consecutive years from April to March 31, 4. subject to the approval of the shareholders Composition of Committees 3. Audit Committee Sr. Name of the Dficgr No. 1 3 Nand Kishore Cate gory WED Chairperson/Membership Member SHUBHALAKSHM [D Member PANSE Chitranjan Singh Kahlon,1 ld Member as» Appointment Date 11 Dec ] 8 Feb ] 9 ;8nAug18 Cessation Date

3 NED ' Chairperspm " S M DATTA D,C & NED Chairperson Apr 1 Whether Permanent chairperson appointed b. Stakeholders Relationship Committee Sr. Name of the Director Category Chairperson/Member ship Appointment Cessation Date No. 1 S M DATTA D,C & Member 5Sep199 Kaushik Modak NED Date 11Dec18 Whether Permanent chairperson appointed Mr Chitranjan Kahlon and Mr Nand Kishore are appointed as Members of the Stakeholders Relationship Cgmmittga vmeffect frflapril c. Risk Management Committee Sr. Name of the Director Category Chairperson/Membership Appointment Cessation Date No. Date Whether Permanent chairperson appointed Not Applicable d. Nomination and Remuneration Committee Sr. Name of the Director Category Chairperson/Membership Appointment CessEion Datefl No. 1 S M DATTA 1D,C & Member 1Sep1998 NED SUNL MEHTA D Chairperson 3 Aug 18 3 SHUBHALAKSHM D Membe r 3Nov18 PANSE 4 Kaushik Modak NED Member Feb19 Date Whether Permanent chairperson appointed Meeting of Board of Directors Date(s) of Meeting (if any) in the previous quarter 4Oct18 14Dec ] 8 Date(s) of Meeting (Wany) in the relevant quarter Feb19 Maximum gap between any two consecutive (in number of 53

4 . (Xv mmitte el ' Not days] iv. Meeting of Committees Name of the Committee Date(s) of flag) of Requirement of Whether meeting during meeting of the Quorum met requirement of of the committee committee in the (details) Quorum met in the previous relevant quarter (/No) quarter Audit Committee 14Dec18 Feb19 Stakeholders Relationship 1Dec18 Feb19 Committee Nomination & 3 Remunerati()nCommittee Maximum gap between any 53 two consecutive (in number of days) [Only for Audit v. Related Party Transactions Subject Compliance status Remark (/No/NA) Weth?prior approval of audit committee obfiained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed byfldit Committee Not Applicable Not Applicable Disclosure of notes on related party transactions and Disclosure of notes of material related party transactions Nam e of Related Party : ll&fs nvestment Advisors LLC Nature of Transaction : The Company provides Advisory services to L&FS nvestment Advisors LLC Relationship with the party : Wholly owned subsidary (WOS) of the Company The shareholders approval is not applicble Advisors LLC? are consolidated with that of the Comany and are placed before the shareholders at the general meeting for their approval as the accounts of L&FS nvestment V. Affirmations The composition of Board of Directors is in terms of SEB (Listing obligations and disclosure requirements) Regulations, 15. The composition of the following committees is in terms of SEB(Listing obligations and disclosure requirements) Regulations, 15 a. Audit Committee b. Nomination & remuneration committee Stakeholders relationship committee d. Risk management committee (applicable to the top 1 listed entities) applicable The committee members have been made aware of their powers! role and responsibilities as specified in SEB (Listing obligations and disclosure requirements) Regulations. 15. a;

5 E 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEB (Listing obligations and disclosure requirements) Regulations, a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. b. Any comments/observations/advice of Board of Directors may be mentioned here: 3. Q19 f! Name : Sanjay Mitra Designation : Company Secretary & Compliance Officer

6 Financial ' estatus 17(8) 17() ANNEXURE a financial yea) to be submitted b listed entit at the and the financial ear for the whole of. Disclosure on website in terms of Listingfiegulations tem COMP/iii"c Company Remark Website india.com i wwwiimlindiacgn wlvuiiimlwacom mclia.com india.com Detiils of business india.com Termsgd conditions of appointment of india.com Composition of various committees of Code of conduct of board of directors and Details of estab ishment of viqil mechanism/ Criteria of making paymer stonon No Has been disclosed in Policy on dealingwith relatedparty india.com Policy for determining 'material subsidiaries Details of familiarization programs imparteq Contact information of the india.com designated officials of the listed address for grievance redressal and india.com results Wflwiimlindiacgrn Shareholding pattern india.com Details of agreements entered into Not with the media companies and/or Applicable New name and the old name of the listed finfl Affirmations Not Particulars Regulation Compl Company Number iance status Remark ndependent director(s) have been 1(1)(b) & 5() appointed in terms of specified criteria of independence' and/or eligibility "83551 composition 1 7(1) Meeting of Board of directors Re view of Compliance Reports 1 7(3) Plans for order/y succession for 17(4) appointments : ngg of Conduct 17(5) Fees/compensation 17() :Wflinimum nformation 1 7(7) Compliance Certificate Risk Assessment & Managenfint 17(9) Not Applicable Performance Evaluation of ndependent 17(1) Directors Composition ofaudit Committee 18(1) Meeting 18() Composition of nomination & remuneration 19(1) & () committee Composition of Stakeholder Relationship (1) & () Committee " (5),(),(7) & Composition and role of risk management 1(1),(),(3),(4) Not Applicable committee Vigil Mechanism Not Applicable Policy for relatedpart}/ 3(1), fies

7 .. Committee 5(3) (1) ' Prior or Omnibus approval ofaudit 3(), (3) NRA pplicable for all related party transactions Approval for material related party 3(4) Not Applicable transactions Composition of Board of Directors of 4(1) Not Applicable unlisted material Subsidiary Other Corporate Governance requirements 4(), (3), (4),(5) & with respect to subsidiary of listed entity () Maximum Directorship & Tenure 5(1) & () Meeting of independentdirectors & (4) Familiarization of independent directors 5(7) Memberships in Committees Affirmation with compliance to code of (3) conduct from members of Board of Directors and Senior management personnel Disclosure of Shareholding by Non (4) Executive Directors Policy with respect to Obligations of () & (5) directors and senior management Other nformation l Affirmations: The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied. Otherlnformation (x A Q / (KW/x Name : Sanjay Mitra Designation : Company Secretary

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