i ; ~ i CORPORATE GOVERNANCE REPORT FOR THE QUARTER ENDED 3132017 1 Name of Listed Entity 2 Quarter ending - Rajshree Sugars & Chemicals Limited - 31-Mar-2017 Composition of Board of Directors Title Nam Dl p Category Date of Date Ten No of (Mr/ e of N A (Chairper Appoint of ure Director Ms) the N son ment csat ship in Direc /Executive/ ion tor Non- entiti Executive/ includin lndepende g this nti Nominee) Mr RCH 00 AAL D 08-Sep- 3 2 00 PR4 2014 year RFD 61 959 s ## DY 84 A Mr R 00 AA ED 05-Jun- 2 VAR 00 HPV 2014 ADA 17 637 KAJA 38 lq N Mr GSV 00 AB D 08-Sep- 3 1 00 OPS 2014 year SUBB 16 591 s ## A 97 71< RAO ---- Mr K 01 AFC D 08-Sep- 3 1 MOH 77 PM 2014 year AN 41 649 s ## NAD 92 1A u Mr p 01 ARL NED 08-Sep- 1 SUR 46 PS8 2014 ULN 85 287 ARAY 27 K ANA SAM - -- -- Ms RAJS 00 AFO C& ED 16-Mar- 2 No of members hips in Audit/ Stakehol der Com mitt ee(s) including this No of post of Chairp erson in Audit/ Stakeh older Commit tee held in entiti includin g this 5 1 3 0 1 1 2 1 0 0 2 0,_,y"'''""''" >-
' "! i :f :i! HREE 00 PP2 2015 PATH 16 845 y 14 < Mr GR 01 AC D 08-Sep- 3 1 2 1 KART 58 GP< 2014 year H<E 77 898 s ## YAN 47 5J Mr RAJA 00 AH NED 10-Aug- 1 2 1 MJ 90 WP 2015 ABO 53 R54 EEN 19 26N ## The tenure of all the ndependent Directors is 3 years from the 'date of appointment' or 'the date of Annual General Meeting' to be held in the year 2017, whichever is earlier Composition of Comitte Audit Sr No Name of the Director Category Chairperson/Membership 1 RCH REDDY D Member - -- --------- 2 GSV SUBBA RAO D Chairperson 3 K MOHAN NADU D Member 4 GR KARTHKEYAN D Member 5 RAJA MJ ABDEEN NED Member Stakeholders Relationship Sr No Name ofthe Director Category Chairperson/Membership 1 RAJSHREE PATHY C& ED Member 2 RAJA MJ ABDEEN NED Chairperson 3 R VARADARAJAN ED Member Category Chairperson/Membership Nomination and Remuneration Sr No Name of the Director Category Chairperson/Membership 1 GR <ARTH<EYAN D Chairperson 2 RCH REDDY D Member 3 RAJA MJ ABDEEN NED Member ll Meeting of Board of Directors Date(s) of Meeting (if any) in the Date(s) of Meeting (if any) in the relevant Maximum gap between previous quarter quarter any two consecutive (in number of days) 07-Nov-2016 02-Feb-2017 86
V Meeting of Committe Name of the committee Date(s) of Whether Date(s) of Maximum gap between meeting of requirement of meeting of the any two consecutive (in the committee Quorum met committee in number of days) in the relevant (details) the previous quarter quarter 86 Audit 02-Feb-2017 y 07-Novc2016 Stakeholders Relationship 02-Feb-2017 y 07-Nov-2016 Nomination & 02-Feb-2017 y 07-Nov-2016 Remuneration v Related Party Transactions Subject Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Compliance status (/No!NA) Not Applicable V Affirmations 1 The composition of Board of Directors is in terms of SEB (Listing obligations and disclosure requirements) Regulations, 2015-2 The composition of the following committe is in terms of SEB(Listing obligations and disclosure requirements) Regulations, 2015 a Audit - b Nomination & remuneration committee- c Stakeholders relationship committee- d Risk management committee (applicable to the top 100 entiti)- Not applicable 3 The committee members have been made aware of their powers, role and rponsibiliti as specified in SEB (Listing obligations and disclosure requirements) Regulations, 2015-4 The meetings of the board of directors and the above committe have been conducted in the manner as specified in SEB (Listing obligations and disclosure requirements) Regulations, 2015 5 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: NL Name Dignation Place Date M PONRAJ COMPANY SECRETARY : M f>~f4w~:29858 : Company Secretary : Coimbatore : 1142017
CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 3132017 Disclosure on website in terms of Listing Regulations tem Details of busins Terms and conditions of appointment of independent directors Composition of various committe of board of directors Code of conduct of board of directors and senior management personnel Details of tablishment of vioil mechanism/ Whistle Blower policv Criteria of making payments to non-executive directors Compliance status (!No/NA) - Non-Executive Directors are not being paid any compensation except sitting fe Policv on dealina with related partv transactions Policvfor determinina 'material' subsidiari Details of familiarization programm imparted to independent directors Contact information of the dignated officials of the who are rponsible for assistinq and handlinq invtor qrievanc email addrs for grievance redrsal and other relevant details Financial rults Shareholdinq pattern ~ Details of agreements entered into with the media compani and/or their NA associat New name and the old name of the NA Annual Affirmations Particulars Regulation Number Compliance status (!No!NA) ndependent director(sj have been 16(1)(b) & 25(6) NA No ndependent Directors appointed in terms of specified criteria of appointed during the year 'independence' and/or 'eligibility" Board composition 17(1) r Meeting of Board of directors 17(2) Review of Compliance Reports 17(3) Plans for orderly succsion for 17(4) aooointments Code of Conduct 17(5) Fe/compensation 17(6) ~ Minimum nformation 17(7) [ Compliance Certificate 17(8) Will be complied in Annual Report Risk Asssment & Management 17(9) Performance Evaluation of ndependent 17(10) ty Directors Composition of Audit 18(1)! Meeting of Audit 18(2) Composition of nomination & remuneration 19(1)&(2) committee ---, ---- - ---- -- Composition of Stakeholder Relationship 20(1) & (2)! ' Composition and role of risk management 21 (1), (2), (3), (4) NA committee Vigil Mechanism 22!
Policy for related party Transaction 23(1},(5),(6),(7) & (8) Prior or Omnibus approval of Audit 23(2}, (3) if for all related party transactions Approval for material related party 23(4) NA transactions Composition of Board of Directors of 24(1) if un material Subsidiarv Other Corporate Governance requirements 24(2},(3},(4),(5) & (6) lf with rpect to subsidiarv of entitv Maximum Directorship & Tenure 25(1) & (2) Meeting of independent directors 25(3) & (4) Familiarization of independent directors 25(7) Memberships in Committe 26(1) Affirmation with compliance to code of 26(3) conduct from members of Board of Directors and Senior management personnel Disclosure of Shareholding by Non- 26(4) Executive Directors Policy with rpect to Obligations of 26(2) & 26(5) directors and senior management ll Affirmations: The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with msppd to subsidiary ot Listed t::ntrty have been compiled - ForRAJSHREESUGARS&~ Name Dignation Place Date COMP~~~~~ETARYU ACS Mi!ol No, 29B:i8 :MPONRAJ : Company Secretary : Coimbatore : 1142017