ITI : Corporate Governance for quarter ended 31-12-2022

General information about company

Scrip code	523610
NSE Symbol	ITI
MSEI Symbol	NOTLISTED
ISIN	INE248A01017
Name of the entity	ITI Limited
Date of start of financial year	01-04-2022
Date of end of financial year	31-03-2023
Reporting Quarter	Quarterly
Date of Report	31-12-2022
Risk management committee	Applicable
Market Capitalisation as per immediate previous	Top 500 listed
Financial Year	entities

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

Textual Information(1)

explanatory

Whether the listed entity has a Regular Chairperson

Yes

Whether Chairperson is related to MD or CEO

Yes

Disqualification of Directors under section 164 of

the Companies Act, 2013

No of post of

No of

Chairperson

Number of

in Audit/

No of

Independent

memberships

Stakeholder

Directorship

Directorship

Whether

in Audit/

Committee

in listed

in listed

special

Stakeholder

held in

listed

Tenure

entities

entities

Title

resolutio

Date of

Committee(s)

entities

Category

Category

Date of

Whether

Initial

of

including

including

(Mr

Category 2

Start

End

Details of

Current

n

passing

Date of Re-

Date

including this

including this

Sr

Name of the Director

DIN

1 of

3 of

Birth

the

Date of

director

this listed

this listed

/

of directors

Date of

Date of

disqualificati

status

passed?

special

appointment

of

listed entity

listed

entity

directors

directors

director

appointm

(in

entity (Refer

entity

Ms)

disqualific

disqualific

on

[Refer

resolution

cessati

(Refer

(Refer

is

ent

months)

Regulation

(Refer

ation

ation

Reg.

on

Regulation

Regulation

disqualifi

17A of

Regulation

17(1A) of

26(1) of

26(1) of

ed?

Listing

17A(1) of

Listing

Listing

Listing

Regulations)

Listing

Regulatio

Regulations)

Regulations)

Regulations

ns]

Rakesh Chandra Tiwari

08953397

Executive

23-11-1963

1

Mr

Chairperson

MD

No

Active

NA

07-01-2021

1

0

2

0

Director

Rajeev

Srivastava

Executive

Not

10-01-1968

2

Mr

08921307

No

Active

NA

15-10-2020

1

0

1

0

Director

Applicable

Rajesh

Sharma

Non-

Executive

Not

12-03-1965

17-11-

3

Mr

08200125

-

No

Inactive

NA

14-08-2018

01-08-2021

1

0

0

0

Applicable

2022

Nominee

Director

Non-

M Unnikrishnan Nair

Executive

Not

28-05-1964

4

Mr

09826740

-

No

Active

NA

16-12-2022

1

0

0

0

Applicable

Nominee

Director

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors

explanatory

Whether the listed entity has a Regular Chairperson

No of post

of

No of

Chairperson

in

Number of

Audit/

No of

Independent

memberships

Stakeholder

Directorship

Directorship

in

Whether

in Audit/

Committee

in listed

listed entities

special

Stakeholder

held in

listed

Tenure

entities

including this

Title

resolution

Date of

Committee(s)

entities

Name of

the Director

Category

Category

Date of

Whether the

Initial

of

including

listed entity

(Mr

Category

Start Date of

End

Details of

Curren

passed?

passing

Date of

Date

including this

including this

Sr

DIN

2 of

3 of

Birth

director is

Date of

director

this listed

(Refer Regulation

/

1 of

disqualification

Date of

disqualificati

t

[Refer Reg.

special

Re-

of

listed entity

listed

entity

directors

directors

disqualified?

appointm

(in

entity (Refer

17A(1) of

Ms)

directors

disqualific

on

status

17(1A) of

resolutio

appointm

cessati

(Refer

(Refer

ent

months)

Regulation

Listing

ation

Listing

n

ent

on

Regulation

Regulation

17A of

Regulations

Regulations]

26(1) of

26(1) of

Listing

Listing

Listing

Regulations)

Regulations)

Regulations)

Non-

25-09-1966

R

Executive

Not

5

Mr

09800172

No

Active

NA

23-11-2022

1

0

0

0

Shakya

-

Applicable

Nominee

Director

Non-

04-09-1961

Raja

Nayak

Executive -

Not

6

Mr

06451006

No

Active

NA

10-11-2021

10-11-2021

14

1

1

2

1

Independe

Applicable

nt

Director

Non-

05-01-1980

Billeswar Sinha

Executive -

Not

7

Mr

09393543

No

Active

NA

10-11-2021

10-11-2021

14

1

1

1

0

Independe

Applicable

nt

Director

Non-

30-06-1962

Mamta

Palariya

Executive -

Not

8

Mrs

07749007

No

Active

NA

10-11-2021

10-11-2021

14

1

1

1

1

Independe

Applicable

nt

Director

Text Block

Textual Information(1)

1. ITI Limited, being a Public Sector Undertaking, the Directors on the Board of the Company are appointed by the Government of India. The composition of Board of Directors as on 31.12.2022, is not as per the provisions of SEBI Listing Regulations due to insufficient number of Independent Directors. However, the proposal for appointment of requisite number of Independent Director on the Board of the Company is under process with the Administrative Ministry.
2. Dt of Appt of Dr Raja Nayak, Shri Billeswar Sinha and Smt Mamta Palariya are effective from the date of obtaining DIN and date of inclusion of name in the databank of Independent Directors.
3. Dt of Appt of Dr Rajesh Sharma, Lt Gen M Unnikrishnan Nair and Shri R Shakya is effective from the date of obtaining DIN.
4. Shri Rakesh Chandra Tiwari was entrusted with Addl Charge of Chairman and Managing Director from 01.10.2022.

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson

Yes

Sr	DIN	Name of Committee		Category 1 of directors	Category 2 of	Date of	Date of	Remarks
Number	members		directors	Appointment	Cessation
1	07749007	Mamta Palariya		Non-Executive - Independent	Chairperson	12-11-2021
	Director
2	08953397	Rakesh Chandra		Executive Director	Member	03-08-2021
		Tiwari
3	06451006	Raja Nayak		Non-Executive - Independent	Member	12-11-2021
	Director
4	09393543	Billeswar Sinha		Non-Executive - Independent	Member	12-11-2021
	Director
Nomination and remuneration committee
	Whether the Nomination and remuneration committee has a Regular	Yes
	Chairperson
Sr	DIN	Name of Committee		Category 1 of directors	Category2 of	Date of	Date of	Remarks
Number	members		directors	Appointment	Cessation
1	09393543	Billeswar Sinha		Non-Executive - Independent	Chairperson	06-12-2021
	Director
2	08200125	Rajesh Sharma		Non-Executive - Nominee	Member	26-06-2020	17-11-2022
	Director
3	07749007	Mamta Palariya		Non-Executive - Independent	Member	06-12-2021
	Director
4	06451006	Raja Nayak		Non-Executive - Independent	Member	12-10-2022
	Director
5	09800172	R Shakya		Non-Executive - Nominee	Member	23-11-2022
	Director
Stakeholders Relationship Committee
	Whether the Stakeholders Relationship Committee has a Regular Chairperson	Yes
Sr	DIN	Name of Committee		Category 1 of directors	Category 2	Date of	Date of		Remarks
Number	members		of	Appointment	Cessation
					directors
1	06451006	Raja Nayak		Non-Executive - Independent	Chairperson	06-12-2021
	Director
2	08921307	Rajeev Srivastava		Executive Director	Member	01-07-2022
3	08953397	Rakesh Chandra		Executive Director	Member	01-09-2022
		Tiwari

Risk Management Committee

		Whether the Risk Management Committee has a Regular Chairperson	Yes
Sr		DIN	Name of Committee	Category 1 of directors	Category 2 of	Date of	Date of	Remarks
	Number	members	directors	Appointment	Cessation
1		08921307	Rajeev Srivastava	Executive Director	Chairperson	15-10-2020		Textual
		Information(1)
2		08953397	Rakesh Chandra	Executive Director	Member	12-08-2021
	Tiwari
3		06451006	Raja Nayak	Non-Executive - Independent	Member	06-12-2021
	Director
4		99999999	R Vasanthi	Member	Member	06-12-2021		Textual
		Information(2)
5		99999999	S Jeyanthi		Member	Member	06-06-2022		Textual
			Information(3)
						Sr Text Block
Textual Information(1)		Appointed as Chairman of the Committee w.e.f. 01.09.2022
Textual Information(2)		Smt R Vasanthi is General Manager- Operations and hence does not hold DIN.
Textual Information(3)		Smt S Jeyanthi is General Manager- Projects and Planning and hence does not hold DIN
Corporate Social Responsibility Committee
	Whether the Corporate Social Responsibility Committee has a Regular Chairperson	Yes
Sr		DIN	Name of Committee	Category 1 of directors	Category 2 of	Date of	Date of	Remarks
	Number	members	directors	Appointment	Cessation
1		08953397	Rakesh Chandra	Executive Director	Chairperson	01-09-2022		Textual
	Tiwari			Information(1)
2		08921307	Rajeev Srivastava	Executive Director	Member	03-08-2021
3		07749007	Mamta Palariya	Non-Executive - Independent	Member	06-12-2021
	Director
						Sr Text Block
Textual Information(1)		Appointed as Member and Chairman of the Committee w.e.f. 01.09.2022