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 |
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 (Refer Regulation 25(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 | R. VEERAMANI | AABPV9666J | 00032895 | Executive Director | Chairperson | MD | 19-09-2016 | | | 1 | 1 | 0 | | |
2 | Mr | P P DODDANAVAR | ACLPD2670C | 00960514 | Non-Executive - Independent Director | Not Applicable | | 17-09-2014 | | 103 | 1 | 2 | 1 | | |
3 | Mr | S GOPAL | ACQPG6024N | 06448007 | Non-Executive - Non Independent Director | Not Applicable | | 18-09-2012 | | | 1 | 2 | 1 | | |
4 | Mrs | POORANA JULIET | BJPPF6412E | 07143637 | Non-Executive - Non Independent Director | Not Applicable | | 30-03-2015 | | | 1 | 1 | 0 | | |
Annexure 1 |
IV. Meeting of Committees |
Disclosure of notes on meeting of committees explanatory | |
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 | Date(s) of meeting of the committee in the previous quarter | Maximum gap between any two consecutive meetings (in number of days) | Name of other committee | Reson for not providing date |
1 | Audit Committee | 14-02-2019 | Yes | 2 | 12-11-2018 | 93 | | |
2 | Stakeholders Relationship Committee | 18-01-2019 | Yes | 2 | 21-12-2018 | 27 | | |
3 | Stakeholders Relationship Committee | 29-01-2019 | Yes | 2 | 21-12-2018 | 38 | | |
4 | Stakeholders Relationship Committee | 14-02-2019 | Yes | 2 | 21-12-2018 | 54 | | |
5 | Stakeholders Relationship Committee | 20-03-2019 | Yes | 2 | 21-12-2018 | 88 | | |
6 | Stakeholders Relationship Committee | 29-03-2019 | Yes | 2 | 21-12-2018 | 97 | | |
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 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. | 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 | | www.gemspin.com |
2 | Terms and conditions of appointment of independent directors | Yes | | www.gemspin.com |
3 | Composition of various committees of board of directors | Yes | | www.gemspin.com |
4 | Code of conduct of board of directors and senior management personnel | Yes | | www.gemspin.com |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.gemspin.com |
6 | Criteria of making payments to non-executive directors | NA | | |
7 | Policy on dealing with related party transactions | Yes | | www.gemspin.com |
8 | Policy for determining ‘material’ subsidiaries | NA | | |
9 | Details of familiarization programmes imparted to independent directors | Yes | | www.gemspin.com |
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 | | www.gemspin.com |
11 | email address for grievance redressal and other relevant details | Yes | | www.gemspin.com |
12 | Financial results | Yes | | www.gemspin.com |
13 | Shareholding pattern | Yes | | www.gemspin.com |
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. |
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 | NA | |
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) | NA | |
20 | Approval for material related party transactions | 23(4) | 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. |
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 | |