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 | |
Wether the listed entity has a Regular Chairperson | Yes |
Whether Chairperson is related to MD or CEO | 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 Birth | 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) | Notes for not providing PAN | Notes for not providing DIN |
1 | Mr | Ashok C. Shah | AFGPS2827G | 02467830 | Non-Executive - Non Independent Director | Chairperson related to Promoter | | 07-09-1944 | Yes | 27-02-2020 | 23-08-1991 | | | | 4 | 0 | 4 | 0 | | |
2 | Mrs | Sarika Abhijit Kulkarni | AZDPK5486G | 07141926 | Non-Executive - Independent Director | Not Applicable | | 22-11-1987 | NA | | 30-03-2015 | 30-03-2018 | | 60 | 1 | 1 | 0 | 0 | | |
3 | Mr | Shalin A. Shah | AEQPS9910M | 00297447 | Executive Director | Not Applicable | MD | 31-08-1973 | NA | | 31-08-1996 | 22-01-2015 | | | 4 | 0 | 4 | 1 | | |
4 | Mr | Malav A Mehta | ACBPM6865G | 01234736 | Non-Executive - Non Independent Director | Not Applicable | | 09-07-1972 | NA | | 23-01-2010 | | | | 2 | 0 | 1 | 0 | | |
I. Composition of Board of Directors |
Disclosure of notes on composition of board of directors explanatory |
Wether the listed entity has a Regular Chairperson |
Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | 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) | Notes for not providing PAN | Notes for not providing DIN |
5 | Mr | Pravin V Trivedi | AAIPT8029L | 02916910 | Non-Executive - Independent Director | Not Applicable | | 01-02-1947 | NA | | 23-01-2010 | | | 123 | 1 | 1 | 1 | 1 | | |
6 | Mrs | Payal Pandya | ATAPM1689A | 07658223 | Non-Executive - Independent Director | Not Applicable | | 15-12-1987 | NA | | 14-02-2017 | | | 38 | 3 | 3 | 1 | 4 | | |
Annexure 1 |
Annexure 1 |
III. Meeting of Board of Directors |
Disclosure of notes on meeting of board of directors explanatory | |
Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
1 | 04-10-2019 | | | | Yes | 5 | 2 |
2 | 14-11-2019 | | 40 | | Yes | 6 | 3 |
3 | 21-12-2019 | | 36 | | Yes | 5 | 2 |
4 | 24-12-2019 | | 2 | | Yes | 5 | 2 |
5 | | 27-01-2020 | 33 | | Yes | 6 | 3 |
6 | | 14-02-2020 | 17 | | Yes | 6 | 3 |
Annexure 1 |
IV. Meeting of Committees |
Disclosure of notes on meeting of committees explanatory | |
Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
1 | Audit Committee | 14-11-2019 | | | | Yes | 3 | 2 |
2 | Audit Committee | 14-02-2020 | 91 | | | Yes | 3 | 2 |
3 | Nomination and remuneration committee | 14-11-2019 | | | | Yes | 3 | 2 |
4 | Nomination and remuneration committee | 14-02-2020 | 91 | | | Yes | 3 | 2 |
5 | Stakeholders Relationship Committee | 14-11-2019 | | | | Yes | 3 | 2 |
6 | Stakeholders Relationship Committee | 14-02-2020 | 91 | | | Yes | 3 | 2 |
Annexure 1 |
IV. Meeting of Committees |
Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
7 | Other Committee | 29-02-2020 | 14 | Independent Directors meeting | | Yes | 3 | 3 |
8 | Nomination and remuneration committee | 23-01-2020 | | | | Yes | 3 | 2 |
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 | Yes |
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 500 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. | Yes |
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 | | http://gnrl.in/ |
2 | Terms and conditions of appointment of independent directors | Yes | | http://gnrl.in/Terms_and_Conditions_of_Appointment_of_Independent_Director.pdf |
3 | Composition of various committees of board of directors | Yes | | http://gnrl.in/Composition_of_Various_Committees.pdf |
4 | Code of conduct of board of directors and senior management personnel | Yes | | http://gnrl.in/wp-content/uploads/2020/04/CODE_OF_CONDUCT_FOR_BOARD_AND_SENIOR_MANAGEMENT.pdf |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | http://gnrl.in/Whistle_Blower_Policy.pdf |
6 | Criteria of making payments to non-executive directors | NA | | |
7 | Policy on dealing with related party transactions | Yes | | http://gnrl.in/Related_Party_Transaction_Policy.pdf |
8 | Policy for determining ‘material’ subsidiaries | Yes | | http://gnrl.in/Policy_on_Material_Subsidiaries.pdf |
9 | Details of familiarization programmes imparted to independent directors | Yes | | http://gnrl.in/Familiarization_Programme_for_Independent_Directors.pdf |
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 |
10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | http://gnrl.in/compliance-officer/ |
11 | email address for grievance redressal and other relevant details | Yes | | http://gnrl.in/investor-grievances/ |
12 | Financial results | Yes | | http://gnrl.in/quarterly-reports/ |
13 | Shareholding pattern | Yes | | http://gnrl.in/shareholding-pattern/ |
14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
15 | Schedule of analyst or institutional investor meet and presentations made
by the listed entity to analysts or institutional investors simultaneously with
submission to stock exchange | NA | | |
16 | New name and the old name of the listed entity | NA | | |
17 | Advertisements as per regulation 47 (1) | Yes | | http://gnrl.in/notices-advertisements/ |
18 | Credit rating or revision in credit rating obtained | NA | | |
19 | Separate audited financial statements of each subsidiary of the listed entity
in respect of a relevant financial year | Yes | | http://gnrl.in/subsidiary/ |
20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | | http://gnrl.in/ |
21 | Materiality Policy as per Regulation 30 | Yes | | http://gnrl.in/wp-content/uploads/2015/12/Policy-for-Determination-of-Materiality-GNRL.pdf |
22 | Dividend Distribution policy as per Regulation 43A (as applicable) | NA | | |
23 | It is certified that these contents on the website of the listed entity are correct | Yes | | http://gnrl.in/disclaimer/ |
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. |
11 | Risk Assessment & Management | 17(9) | Yes | |
12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
13 | Recommendation of Board | 17(11) | Yes | |
14 | Maximum number of Directorships | 17A | Yes | |
15 | Composition of Audit Committee | 18(1) | Yes | |
16 | Meeting of Audit Committee | 18(2) | Yes | |
17 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
19 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
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. |
21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
23 | Meeting of Risk Management Committee | 21(3A) | NA | |
24 | Vigil Mechanism | 22 | Yes | |
25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
27 | Approval for material related party transactions | 23(4) | NA | |
28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | No | The Company & its subsidiary are under process of finding the suitable candidate for appointment on Subsidiary and the Company's Board of Directors. |
30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
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. |
31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
32 | Alternate Director to Independent Director | 25(1) | NA | |
33 | Maximum Tenure | 25(2) | Yes | |
34 | Meeting of independent directors | 25(3) & (4) | Yes | |
35 | Familiarization of independent directors | 25(7) | Yes | |
36 | Declaration from Independent Director | 25(8) & (9) | Yes | |
37 | D & O Insurance for Independent Directors | 25(10) | NA | |
38 | Memberships in Committees | 26(1) | Yes | |
39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
41 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | |