Quarterly Compliance Report on Corporate Governance

Transcription

1 Quarterly Compliance Report on Corporate Governance [Under Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015] 1. Name of Listed Entity: GREENPLY INDUSTRIES LTD. 2. BSE Scrip Code: & NSE Symbol: GREENPLY 3. Quarter ending: l. Composition of Board of s Title (Mr/ Ms) Name of the PAN $ & DIN Category (Chairperson // / independent/ Nominee) & SHIV PRAKASH MITTAL RAJESH MITTAL AEAPM0196F AEAPM5903N Chairman- Date of Appointment in the current term/ Cessation Tenure* No. of ship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) Number of hips # in /Stakehold er Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) N.A N.A. 1 No. of post of Chairperson in / Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) SHOBHAN MITTAL AGTPM0891N N.A. 1 MOINA YOMETH KONYAK SUSIL KUMAR PAL AROPK5458P AEHPP8238E N.A Years and 4Months Approx. (Based on original date of appointment ) 3 Committee: 2 Committee: 2 VINOD KUMAR KOTHARI AFMPK8774Q Years and 10 Months Approx. (Based on original date of appointment ) 2 Committee: 3

2 MS. $ ANUPAM KUMAR MUKERJI UPENDRA NATH CHALLU SONALI BHAGWATI DALAL AEEPM0160P AAGPC3981N AAFPD5551N Years and 8Months Approx. (Based on original date of appointment ) Years and 7Months Approx. (Based on original date of appointment ) Years and 2 Months Approx. (Based on original date of appointment ) PAN number of any director would not be displayed on the website of Stock Exchange. & Category of directors means executive/non-executive/independent/nominee. If a director fits into more than one category write all categories separating them with hyphen. * to be filled only for. Tenure would mean total period from which director is serving on Board of directors of the listed entity in continuity without any cooling off period. # No. of Membership also includes Chairmanship. II. Composition of Committees Name of Committee Name of Committee Category (Chairperson// /independent/nominee) & Chairman Committee Mr. Shobhan Mittal - Mr. Anupam Kumar Mukerji - Mr. Upendra Nath Challu - Chairman Nomination & Remuneration Committee Mr. Anupam Kumar Mukerji - - Mr. Shiv Prakash Mittal 3. Risk Management Committee(if applicable) N.A. N.A. Mr. Anupam Kumar Mukerji Chairman Committee - Mr. Shobhan Mittal 5. Corporate Social Responsibility Committee Mr. Shobhan Mittal - Mr. Upendra Nath Challu - Mr. Shiv Prakash Mittal 6. QIP Committee - - & Category of directors means executive/non-executive/independent/nominee. if a director fits into more than one category write all categories separating them with hyphen. III. Meeting of Board of s Date(s) of Meeting (if any) in the previous Date(s) of Meeting (if any) in the relevant Maximum gap between any two consecutive (in number of days) DAYS (excluding date of meetings)

3 IV. Meeting of Committees Date(s) of meeting of the committee in the relevant Whether requirement of Quorum met (details) Date(s) of meeting of the committee in the previous Maximum gap between any two consecutive meetings in number of days* AUDIT COMMITTEE: YES 6 Members (including 4 s) were present out of total YES 5 Members (including 4 s) were present out of total 6 STAKEHOLDERS RELATIONSHIP COMMITTEE: YES 4 Members (including 2 s) NOMINATION & REMUNERATION COMMITTEE: YES 4 Members(including 3 independent s) YES 4 Members(including 3 independent s) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: YES 4 Members (including 2 s) DAYS (excluding date of meetings) QIP COMMITTEE: - N.A. N.A. N.A. * This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional. Note: On one Resolution was passed by Board of s by way of circulation. V. Related Party Transactions Subject Compliance status (/No/NA) refer note below Whether prior approval of audit committee obtained YES Whether shareholder approval obtained for material RPT N.A. Whether details of RPT entered into pursuant to omnibus N.A. approval have been reviewed by Committee Note: 1. In the column Compliance Status, compliance or non-compliance may be indicated by /No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words N.A. may be indicated. 2. If status is No details of non-compliance may be given here. VI. Affirmations 1. The composition of Board of s is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.: 2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015: a. Committee: b. Nomination & remuneration committee :

4 c. relationship committee: d. Risk management committee (applicable to the top 100 listed entities): Not Applicable 3. The committee have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.: 4. 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.: 5. This report and/or the report submitted in the previous has been placed before Board of s.: Any comments/observations/advice of Board of s may be mentioned here: NIL For GREENPLY INDUSTRIES LIMITED Sd/- KAUSHAL KUMAR AGARWAL COMPANY SECRETARY & COMPLIANCE OFFICER Place: Kolkata Date:

5 Yearly Compliance Report on Corporate Governance 1. Name of Listed Entity: GREENPLY INDUSTRIES LTD. 2. BSE Security Code: & NSE Symbol: GREENPLY 3. Year ending: I. Disclosure on website in terms of Listing Regulations Item Compliance status (/No/NA) refer note below Details of business Terms and conditions of appointment of independent directors Composition of various committees of board of directors Code of conduct of board of directors and senior management personnel Details of establishment of vigil mechanism/ Whistle Blower policy Criteria of making payments to non-executive directors Policy on dealing with related party transactions Policy for determining material subsidiaries Details of familiarization programmes imparted to independent directors Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances address for grievance redressal and other relevant details Financial results Shareholding pattern Details of agreements entered into with the media companies and/or their associates N.A. New name and the old name of the listed entity N.A. II Annual Affirmations Particulars Regulation Number Compliance status (/No/NA) refer note below director(s) have been appointed in terms of 16(1)(b) & 25(6) specified criteria of independence and/or eligibility Board composition 17(1) Meeting of Board of directors 17(2) Review of Compliance Reports 17(3) Plans for orderly succession for appointments 17(4) Code of Conduct 17(5) Fees/compensation 17(6) Minimum Information 17(7) Compliance Certificate 17(8) Risk Assessment & Management 17(9) Performance Evaluation of s 17(10) Composition of Committee 18(1) Meeting of Committee 18(2) Composition of nomination & remuneration committee 19(1) & (2) Composition of Stakeholder Committee 20(1) & (2) Composition and role of risk management committee 21(1),(2),(3),(4) N.A. Vigil Mechanism 22 Policy for related party Transaction 23(1),(5),(6),(7) & (8) Prior or Omnibus approval of Committee for all related 23(2), (3) party transactions Approval for material related party transactions 23(4) N.A. Composition of Board of s of unlisted material 24(1) N.A. Subsidiary Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6)

6 Maximum ship & Tenure 25(1) & (2) Meeting of independent directors 25(3) & (4) Familiarization of independent directors 25(7) Memberships in Committees 26(1) Affirmation with compliance to code of conduct from 26(3) of Board of s and Senior management personnel Disclosure of Shareholding by s 26(4) Policy with respect to Obligations of directors and senior 26(2) & 26(5) management Note: 1. In the column Compliance Status, compliance or non-compliance may be indicated by /No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words N.A. may be indicated. 2. If status is No details of non-compliance may be given here. 3. If the Listed Entity would like to provide any other information the same may be indicated here. III Affirmations: The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied. For GREENPLY INDUSTRIES LIMITED Sd/- KAUSHAL KUMAR AGARWAL COMPANY SECRETARY & COMPLIANCE OFFICER Place: Kolkata Date: