Corporate Governance Quarterly Report

QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE

1. Name of the Listed Entity : The Tinplate Company of India Limited

2.

Quarter ending

: As on 30th September, 2021

Composition of Board of Directors

Titl

Name

of

DIN

PAN

Category

Initial Date

Date of Re-

Date

Tenu

Date

of

No.

of

No.

of

Number

of

No.

of post

e

the Director

(Chairperson

of

Appointme

of

re

Birth

Director

Independe

membershi

of

(Mr

/ Executive /

Appointme

nt in the

Cessat

ship

in

nt

ps in Audit

Chairperson

. /

Non-

nt

current

ion

listed

Directors

/

in

Audit

/

hip

in

Ms.

Executive /

term

entities

Listed

Stakeholder

Stakeholders

)

Independent

includin

s'

'

Entities

/ Nominee)

g

this

including

Relationshi

Relationship

listed

this

p

Committee(s

entity

Listed

Committee(

)

held

in

(Refer

Entity

s) including

listed entities

(Refer

Regulati

this listed

including

Regulatio

on

entity

this

listed

n

17A(1)

17A(1)

of

Listing

(Refer

entity (Refer

of

Regulatio

regulation

Regulation

Listing

n)

26(1)

of

26(1)

of

Regulati

Listing

Listing

on)

Regulation)

Regulation)

Mr.

Koushik

00004989

AETPC4136N

Chairperson

25.10.2004

-

-

NA

03.09.1968

6

NIL

5

1

Chatterjee

- Non-

Executive

Dr.

Sougata

00134136

AERPR8519N

Independent

04.05.2011

05.09.2019

-

160

10.09.1968

2

2

3

2

Ray

Mr.

B N Samal

00429902

ABSPS9630F

Independent

22.01.2015

22.01.2020

-

120

04.03.1953

1

1

2

1

Ms.

Atrayee

07011659

AIVPS2674R

Non-

22.01.2015

-

-

NA

25.05.1970

1

NIL

1

NIL

Sanyal

Executive

Mr.

Shashi

00918431

AEWPM3880

Independent

21.04.2017

-

-

60

01.02.1954

3

3

2

NIL

Kant

Q

Maudgal

Mr.

R

N

06770611

ADMPM9084

Managing

10.07.2018

-

-

NA

17.11.1964

1

NIL

1

NIL

Murthy

F

Director

Mr.	Rajeev	02719570	AIOPS2538R	Non-	23.10.2019		-	-	NA	22.08.1963	2	NIL	1	NIL
	Singhal			Executive
Dr.	Rupali	01778854	AFUPD7527G	Independent	10.12.2019		-	-	60	23.11.1963	3	3	1	NIL
	Basu
	•	Whether regular chairperson is appointed									Yes
	•	Whether Chairperson is related to managing director or CFO							No

Note:

1. While calculating directorship in Listed Entities, only directorship in equity listed companies has been considered.
2. While calculating the committee positions of the Directors, both Listed and Unlisted companies have been considered, in compliance with Regulation 26(1)(a) of SEBI Listing Regulation.
3. Pursuant to the FAQs on Corporate Governance Report published by the National Stock Exchange of India Limited (NSE), number of membership in committees include chairmanship in committees during the quarter ended March 31, 2021.

Composition of Committees

Name of the Committee		Whether regular	Name of the Committee	Category (Chairperson/	Date of Appointment	Date of Cessation
			chairperson	Members	Executive/ Non-Executive/
			appointed		Independent/ Nominee)
1. Audit Committee			Dr. Sougata Ray	Chairperson - Non-Executive	22.01.2015	-
					Independent
			Yes	Ms. Atrayee Sanyal	Member - Non-Executive Non-	31.07.2015	-
				Independent
				Mr. Shashi Kant Maudgal	Member - Non-Executive	09.09.2019	-
					Independent
				Mr. B N Samal	Member - Non-Executive	08.01.2020	-
					Independent
2. Nomination		&		Dr. Sougata Ray	Chairperson - Non-Executive	31.03.2017	-
Remuneration Committee	Yes		Independent
			Mr. Koushik Chatterjee	Member - Non-Executive Non-	29.04.2010	-
					Independent
				Mr. Shashi Kant Maudgal	Member - Non-Executive	09.09.2019	-
					Independent
			Yes	Mr. Shashi Kant Maudgal	Chairperson - Non-Executive	14.07.2021	-
3. Risk	Management			Independent
	Dr. Sougata Ray	Member - Non-Executive	14.07.2021
Committee (if applicable)				Independent
				Mr. Rajeev Singhal	Member - Non-Executive Non-	14.07.2021
					Independent
				Mr. R.N.Murthy	Member - Executive Director	14.07.2021

4.

Stakeholders

Relationship

Mr. B N Samal

Chairperson - Non-Executive

22.01.2015

-

Committee

Yes

Independent

Dr. Sougata Ray

Member -

Non-Executive

31.03.2017

-

Independent

Mr. R.N.Murthy

Member - Executive Director

09.09.2019

-

5.

Corporate

Social

Mr. Rajeev Singhal

Chairperson - Non-Executive

13.11.2019

-

Responsibility Committee

Non-Independent

Yes

Dr. Sougata Ray

Member -

Non-Executive

22.04.2014

-

Independent

Mr. R N Murthy

Member - Executive Director

10.07.2018

-

Ms. Atrayee Sanyal

Member - Non-Executive Non-

09.09.2019

-

Independent

Meeting of Board of Directors

Date(s) of Meeting (if any) in the

Date(s) of Meeting (if any) in the

Whether

No.

of

Directors

No

of

Independent

Maximum gap between

previous quarter

relevant quarter

Requirement

of

Present

Directors present

any

two

consecutive

Quorum met

meetings (in number of

days)

15th April, 2021

-

Yes

8

4

-

-

14th July, 2021

8

4

89 days

28th August, 2021

8

4

44 days

23rd September, 2021

8

4

25 days

Meeting of Committees

Date(s) of Meeting (if any) in the

Date(s) of Meeting (if any) in the

Whether

No.

of

Directors

No

of

Independent

Maximum

gap between

previous quarter

relevant quarter

requirement

of

Present

Directors Present

any

two

consecutive

Quorum

met

meetings (in number of

(details

days)

Audit Committee

15th April, 2021

-

Yes

4

3

-

19th May, 2021

4

3

-

-

14th July, 2021

4

3

55 days

Nomination and Remuneration Committee

15th April, 2021

-

Yes

3

2

-

Stakeholder's Relationship Committee

NIL

Risk Management Committee

-	29th September, 2021	Yes	4		2		-
Corporate Social Responsibility Committee
7th April, 021	-		4		1		-
13th April, 2021	-	Yes	4		1		-
	8th July, 2021		4		1		85 days
Related Party Transactions
	Subject		Compliance status (Yes/No/NA)
Whether prior approval of audit committee obtained			Yes
Whether shareholder approval obtained for material RPT			Yes
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit		Yes
Committee

Affirmative

• The composition of Board of Directors is in terms of SEBI (Listing obligation and disclosure requirement) Regulation, 2015.
• The composition of the following committee is in terms of SEBI (Listing obligation and disclosure requirements) Regulation, 2015
• 1. Audit Committee
  2. Nomination & remuneration Committee
  3. Stakeholders' relationship committee
  4. Risk management committee (applicable to the top 1000 listed entities) - The Risk Management Committee will be constituted within the stipulated period as specified in the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
• The committee members have been made aware of their power, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirement) Regulation, 2015
• The Meeting of the Board of Directors and the above committee have been conducted in the manner as specified in SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
• The Report will be placed before the Board of Directors of the Company at their next meeting. The report submitted in the previous quarter has been placed before the

Board of Directors at their meeting held on 14th July, 2021.

KAUSHIK SEAL (COMPANY SECRETARY)