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 | Textual Information(1) |
| Disclosure of notes on composition of board of directors explanatory | 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 | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity | Notes |
| 1 | Mr | Kunal Lalani | AAGPL0992C | 00002756 | Executive Director | Chairperson | | 20-10-2015 | | | 1 | 0 | 0 |
2 | Mr | Sachin Mehra | AAVPM9659E | 00026967 | Non-Executive - Independent Director | Not Applicable | | 30-06-2000 | | 189 | 1 | 2 | 1 | 3 | Mr | Hulas Mal Lalani | AAFPL1208E | 00257693 | Non-Executive - Non Independent Director | Not Applicable | | 17-10-2001 | | | 1 | 0 | 0 | 4 | Mr | Surendra Chhalani | ACIPC2863K | 00002747 | Executive Director | Not Applicable | | 30-05-2014 | | | 1 | 2 | 0 | 5 | Mr | Ajay Chopra | ABBPC5773E | 00887186 | Non-Executive - Independent Director | Not Applicable | | 30-09-2010 | | 66 | 1 | 0 | 0 | 6 | Mrs | Anisha Anand | AFKPA8943F | 00407509 | Non-Executive - Independent Director | Not Applicable | | 30-09-2014 | | 27 | 1 | 1 | 1 | 7 | Mr | Navratan Baid | AAAPN3728N | 00251523 | Non-Executive - Independent Director | Not Applicable | | 20-10-2015 | | 5 | 1 | 1 | 0 | 8 | Mr | Rajendra Kumar Bengani | AAAPB7329K | 00412859 | Non-Executive - Independent Director | Not Applicable | | 20-10-2015 | | 5 | 1 | 1 | 0 |
Annexure 1 |
II. Composition of Committees |
| Disclosure of notes on composition of committees explanatory | Textual Information(1) |
| Is there any change in composition of committees compare to previous quarter | Yes |
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 1 | Audit Committee | Anisha Anand | Non-Executive - Independent Director | Chairperson | |
2 | Audit Committee | Rajendra Kumar Bengani | Non-Executive - Independent Director | Member | | 3 | Audit Committee | Sachin Mehra | Non-Executive - Independent Director | Member | | 4 | Audit Committee | Surendra Chhalani | Executive Director | Member | | 5 | Nomination and remuneration committee | Navratan Baid | Non-Executive - Independent Director | Chairperson | | 6 | Nomination and remuneration committee | Rajendra Kumar Bengani | Non-Executive - Independent Director | Member | | 7 | Nomination and remuneration committee | Anisha Anand | Non-Executive - Independent Director | Member | | 8 | Stakeholders Relationship Committee | Sachin Mehra | Non-Executive - Independent Director | Chairperson | | 9 | Stakeholders Relationship Committee | Navratan Baid | Non-Executive - Independent Director | Member | | 10 | Stakeholders Relationship Committee | Surendra Chhalani | Executive Director | Member | |
Annexure 1 |
IV. Meeting of Committees |
| 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 (details) | Date(s) of meeting of the committee in the previous quarter | Maximum gap between any two consecutive meetings (in number of days) |
| 1 | Audit Committee | 09-02-2016 | Yes | | 05-11-2015 | 96 |
2 | Nomination and remuneration committee | 09-02-2016 | Yes | | 05-11-2015 | 96 | 3 | Stakeholders Relationship Committee | 09-02-2016 | Yes | | 05-11-2015 | 96 |
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 |
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://www.megacorpltd.com/ |
| 2 | Terms and conditions of appointment of independent directors | Yes | | http://www.megacorpltd.com/ |
| 3 | Composition of various committees of board of directors | Yes | | http://www.megacorpltd.com/ |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | http://www.megacorpltd.com/ |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | http://www.megacorpltd.com/ |
| 6 | Criteria of making payments to non-executive directors | Yes | | http://www.megacorpltd.com/ |
| 7 | Policy on dealing with related party transactions | Yes | | http://www.megacorpltd.com/ |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | | http://www.megacorpltd.com/ |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | http://www.megacorpltd.com/ |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | http://www.megacorpltd.com/ |
| 11 | email address for grievance redressal and other relevant details | Yes | | http://www.megacorpltd.com/ |
| 12 | Financial results | Yes | | http://www.megacorpltd.com/ |
| 13 | Shareholding pattern | Yes | | http://www.megacorpltd.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. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Review of Compliance Reports | 17(3) | Yes | |
| 5 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 6 | Code of Conduct | 17(5) | Yes | |
| 7 | Fees/compensation | 17(6) | Yes | |
| 8 | Minimum Information | 17(7) | Yes | |
| 9 | Compliance Certificate | 17(8) | Yes | |
| 10 | Risk Assessment & Management | 17(9) | Yes | |
| 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 | Yes | |
| 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) | Yes | |
| 20 | Approval for material related party transactions | 23(4) | NA | |
| 21 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
| 22 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 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 | |