Ref: IPCL/SE/LODR/2024-25/6

Date: 16th April, 2024

The Secretary,

The Vice President

National Stock Exchange of India Ltd.,

Metropolitan Stock Exchange of India Ltd

Exchange Plaza, Plot No. C/1, G Block

4th floor, Vibgyor Towers, Plot No C 62,

Bandra Kurla Complex,

G Block, Opp. Trident Hotel, Bandra Kurla

Bandra (E), Mumbai- 400 051.

Complex, Bandra (E), Mumbai- 400098.

Scrip Symbol: DPSCLTD

Scrip Symbol: DPSCLTD

Dear Sir(s),

Sub: Compliance Report on Corporate Governance

Pursuant to Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed herewith Compliance Report on Corporate Governance for the quarter/year ended 31st March, 2024.

This is for your information and records.

Yours faithfully

For India Power Corporation Limited

Digitally signed by

SOMESH SOMESH

DASGUPTA

DASGUPTA Date: 2024.04.16 10:29:39 +05'30'

Somesh Dasgupta

Whole-time Director

Encl.: as above

India Power Corporation Limited

CIN: L40105WB1919PLC003263

[formerly DPSC Limited]

Registered Office: Plot No. X1-2&3,Block-EP, Sector -V, Salt Lake City, Kolkata - 700 091

Tel.: + 91 33 6609 4308/09/10, Fax: + 91 33 2357 2452

Central Office: Sanctoria, Dishergarh 713 333, Telephone: (0341) 6600454/457 Fax: (0341) 6600464

E:corporate@indiapower.comW:www.indiapower.com

Quarterly Corporate Governance Report

  1. Name of Listed Entity: India Power Corporation Limited (formerly DPSC Limited)
  2. Quarter ending: 31st March, 2024

I. Composition of Board of Directors

Title

Name of

PAN$ & DIN

Category

Initial Date of

Date of

Date of

Tenure*

Date of

No. of

No of

Number of

No of post of

(Mr./

the

(Chairperson

Appointment

Re-

Cessation

(months)

Birth

directorship in

Independent

memberships

Chairperson in

Ms.)

Director

/ Executive /

appointment

listed entities

Directorship

in Audit/

Audit/

Non- Executive

including this

in listed

Stakeholder

Stakeholder

/ Independent/

listed entity

entities

Committee (s)

Committee held

Nominee) &

including this

including this

in listed entities

listed entity

listed entity

including this

[in reference to

[in reference to

[Refer

listed entity

Regulation

proviso to

Regulation 26(1)

[Refer Regulation

17A(1)]

regulation

of

26(1) of Listing

17A(1)]

Listing

Regulations]

Regulations]

Mr.

Amit Kiran

AFOPD8770P

Independent

05-02-2010

01-04-2019

31-03-

120

26-12-1948

7

7

8

5

Deb

02107792

Chairperson

2024

Tantra

AAAPT2207Q

Independent

31-03-

Mr.

Narayan

00024322

27-05-2013

01-04-2019

120

01-06-1949

1

1

3

-

Director

2024

Thakur

Ms.

Dipali

ADBPK0704H

Independent

31-03-2015

31-03-2020

-

108

23-10-1952

2

2

1

-

Khanna

03395440

Director

Mr.

Anil

AALPJ9409P

Independent

11-06-2021

-

-

34

25-01-1960

1

1

-

-

Kumar Jha

06645361

Director

Jyoti

AIAPP6206D

Non-Executive

Mr.

Kumar

00690650

29-01-2010

22-09-2023

-

-

08-11-1961

1

-

3

-

Director

Poddar

Mr.

Raghav

BDDPK2091Q

Executive

01-06-2017

01-06-2022

-

-

24-06-1990

1

-

1

-

Raj

07296482

Director

Kanoria

Mr.

Somesh

AFLPD5773R

Executive

25-06-2020

17-09-2022

-

-

28-05-1960

1

-

-

-

Dasgupta

01298835

Director

Mr.

Debashis

ADIPB7038C

Executive

01-07-2023

22-09-2023

-

-

30-09-1959

1

-

-

-

Bose

06684439

Director

Whether Regular Chairperson appointed - Yes

Whether Chairperson is related to Managing Director or CEO - No

$PAN of any director would not be displayed on the website of Stock Exchange.

&Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen.

*to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.

II. Composition of Committees

Name of Committee

Whether Regular

Name of Committee

Category (Chairperson/Executive/

Date of

Date of Cessation

chairperson appointed

members

Non- Executive/Independent/Nominee)$

Appointment

Amit Kiran Deb

Chairperson - Independent Director

05-02-2010

31-03-2024

11-02-2022

-

1

Audit Committee

Yes

Dipali Khanna

Independent Director

25-04-2023

31-03-2024

Tantra Narayan Thakur

Independent Director

05-02-2010

-

Jyoti Kumar Poddar

Non-Executive Director

-

Nomination and

Tantra Narayan Thakur

Chairperson - Independent Director

25-04-2023

31-03-2024

2

Yes

Amit Kiran Deb

Independent Director

31-03-2015

31-03-2024

Remuneration Committee

Jyoti Kumar Poddar

Non-Executive Director

05-02-2010

-

-

Tantra Narayan Thakur

Chairperson - Independent Director

08-11-2014

31-03-2024

3

Risk Management

Yes

Amit Kiran Deb

Independent Director

05-08-2016

31-03-2024

Jyoti Kumar Poddar

Non-Executive Director

08-11-2014

-

Committee

Raghav Raj Kanoria

Executive Director

06-11-2017

-

Somesh Dasgupta

Executive Director

25-06-2020

-

Stakeholders Relationship

Amit Kiran Deb

Chairperson -Independent Director

11-06-2021

31-03-2024

4

Yes

Jyoti Kumar Poddar

Non-Executive Director

05-02-2010

-

Committee

Raghav Raj Kanoria

Executive Director

06-11-2017

-

&Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen

III. Meeting of Board of Directors

Date(s) of Meeting (if any) in

Date(s) of Meeting (if any)

Whether requirement of

Number of Directors

Number of independent

Maximum gap between any

Quorum met*

two consecutive (in number

the previous quarter

in the relevant quarter

present*

directors present*

Yes / No

of days)

10-11-2023

12-02-2024

Yes

8

4

93

-

14-03-2024

Yes

8

4

30

*to be filled in only for the current quarter meetings

IV. Meetings of Committees

Date(s) of meeting of the

Whether requirement of

Number of Directors

Number of independent

Date(s) of meeting of

Maximum gap between any two

committee in the relevant

Quorum met (details)*

the committee in the

consecutive meetings in number of

present*

directors present*

quarter

Yes / No

previous quarter

days*

Audit Committee

12-02-2024

Yes

4

3

10-11-2023

93

Nomination and Remuneration Committee

12-02-2024

Yes

3

2

10-11-2023

93

14-03-2024

Yes

3

2

-

30

  • This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional **to be filled in only for the current quarter meetings
    V. Related Party Transactions

Subject

Compliance Status (Yes/No/NA) refer note below

Whether prior approval of audit committee obtained

Yes

Whether shareholder approval obtained for material RPT

N.A.

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by the Audit Committee

Yes

Note:

  1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated.
  2. If status is "No" details of non-compliance may be given here.

VI. Affirmations

  1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
    1. Audit Committee
    2. Nomination & Remuneration Committee
    3. Stakeholders Relationship Committee
    4. Risk Management Committee
  4. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  5. 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.
  6. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of the board of directors may be mentioned here.

For India Power Corporation Limited

SOMESH DASGUPTA

Digitally signed by SOMESH DASGUPTA

Date: 2024.04.16 10:31:11 +05'30'

Somesh Dasgupta

Whole-time Director

Date: 15/04/2024

Place: Kolkata

Note:

Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by Listed entity and instead a statement "same as previous quarter" may be given.

ANNEXURE II

Format to be submitted by listed entity at the end of the financial year ended 31 03 2024 (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Compliance status

Item

(Yes/No/NA) refer

If Yes provide link to website. If No / NA provide reasons

note below

As per regulation 46(2) of the LODR:

a)

Details of business

Yes

https://www.indiapower.com/investor-relation-2/details-of-businees/

b)

Terms and conditions of appointment of independent directors

Yes

https://www.indiapower.com/wp-content/uploads/2020/09/Terms-Conditions-of-Appointment-of-ID.pdf

c)

Composition of various committees of board of directors

Yes

https://www.indiapower.com/investor-relation-2/compliances/composition-of-committees-of-board-of-

directors/

d)

Code of conduct of board of directors and senior management personnel

Yes

https://www.indiapower.com/wp-content/uploads/2023/02/Code-of-Conduct-for-the-Board-of-

Directors-and-Senior-Management.pdf

e)

Details of establishment of Vigil Mechanism/Whistle Blower policy

Yes

https://www.indiapower.com/wp-content/uploads/2020/09/WHISTHLE-BLOWER-VIGIL-

MECHANISM.pdf

f)

Criteria of making payments to non-executive directors

Yes

https://www.indiapower.com/wp-content/uploads/2023/02/Nomination-and-Remuneration-Policy.pdf

g)

Policy on dealing with related party transactions

Yes

www.indiapower.com/wp-content/uploads/2022/04/IPCL-RELATED-PARTY-TRANSACTION-

POLICY-11-02-2022.pdf

h)

Policy for determining 'material' subsidiaries

Yes

www.indiapower.com/wp-content/uploads/2020/09/Policy-for-determining-Material-Subsidiaries.pdf

i)

Details of familiarization programmes imparted to independent directors

Yes

https://www.indiapower.com/wp-content/uploads/2024/04/Familiarization-Programme-2023-24.pdf

j)

Email address for grievance redressal and other relevant details

Yes

https://www.indiapower.com/investor-relation-2/shareholder-information/grievance-redressal-email-id/

k)

Contact information of the designated officials of the listed entity who are

Yes

https://www.indiapower.com/investor-relation-2/shareholder-information/investor-contacts/

responsible for assisting and handling investor grievances

l)

Financial results

Yes

https://www.indiapower.com/investor-relation-2/financial-information/financial-results/

m)

Shareholding pattern

Yes

https://www.indiapower.com/investor-relation-2/shareholder-information/shareholding-pattern/

n)

Details of agreements entered into with the media companies and/or their

NA

-

associates

o)

Schedule of analyst or institutional investor meet and presentations made

by the listed entity to analysts or institutional investors simultaneously

Yes

https://www.indiapower.com/investor-relation-2/compliances/analyst-investor-presentation/

with submission to stock exchange

p)

New name and the old name of the listed entity

NA

-

q)

Advertisements as per regulation 47(1)

Yes

https://www.indiapower.com/investor-relation-2/communication-to-stock-exchange/newspaper-

publication/

r)

Credit rating or revision in credit rating obtained by the entity for all its

Yes

https://www.indiapower.com/investor-relation-2/compliances/credit-rating/

outstanding instruments

s)

Separate audited financial statements of each subsidiary of the listed entity

Yes

https://www.indiapower.com/investor-relation-2/financial-information/audited-accounts-of-subsidiaries/

in respect of a relevant financial year

As per other regulations of the LODR:

a)

Whether company has provided information under separate section on its

Yes

https://www.indiapower.com/investor-relation-2/

website as per Regulation 46(2)

b)

Materiality Policy as per Regulation 30

Yes

https://www.indiapower.com/wp-content/uploads/2023/02/Policy-for-determination-of-Materiality.pdf

c)

Dividend Distribution policy as per Regulation 43A (as applicable)

Yes

https://www.indiapower.com/wp-content/uploads/2020/09/Dividend-Distribution-Policy.pdf

II Annual Affirmations

Particulars

Regulation Number

Compliance status (Yes/No/NA) refer

note below

Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'

16(1)(b) & 25(6)

Yes

Board composition

17(1), 17(1A) & 17(1B)

Yes

Meeting of Board of directors

17(2)

Yes

Quorum of board meeting

17(2A)

Yes

Review of Compliance Reports

17(3)

Yes

Plans for orderly succession for appointments

17(4)

Yes

Code of Conduct

17(5)

Yes

Fees/compensation

17(6)

Yes

Minimum Information

17(7)

Yes

Compliance Certificate

17(8)

Yes

Risk Assessment & Management

17(9)

Yes

Performance Evaluation of Independent Directors

17(10)

Yes

Recommendation of board

17(11)

Yes

Maximum number of directorship

17(A)

Yes

Composition of Audit Committee

18(1)

Yes

Meeting of Audit Committee

18(2)

Yes

Composition of Nomination & Remuneration Committee

19(1) & (2)

Yes

Quorum of Nomination and Remuneration Committee meeting

19(2A)

Yes

Meeting of Nomination & Remuneration Committee

19(3A)

Yes

Composition of Stakeholder Relationship Committee

20(1), 20(2) and 20(2A)

Yes

Composition and role of Risk Management Committee

21(1),(2),(3),(4)

Yes

Meeting of Risk Management Committee

21(3A)

Yes

Vigil Mechanism

22

Yes

Policy for Related Party Transaction

23(1),(1A),(5),(6),(7)&(8)

Yes

Prior or Omnibus approval of Audit Committee for all related party transactions

23(2), (3)

Yes

Approval for material related party transactions

23(4)

NA

Disclosure of related party transactions on consolidated basis

23(9)

Yes

Composition of Board of Directors of unlisted Material Subsidiary

24(1)

NA

Other Corporate Governance requirements with respect to subsidiary of listed entity

24(2),(3),(4),(5) & (6)

Yes

Annual Secretarial Compliance Report

24(A)

Yes

Alternate Director to Independent Director

25(1)

NA

Maximum Directorship & Tenure

25 (2)

Yes

Meeting of independent directors

25(3) & (4)

Yes

Familiarization of independent directors

25(7)

Yes

Declaration from Independent Director

25(8) & (9)

Yes

Directors and Officers insurance

25(10)

Yes

Memberships in Committees

26(1)

Yes

Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel

26(3)

Yes

Disclosure of Shareholding by Non-Executive Directors

26(4)

Yes

Policy with respect to Obligations of directors and senior management

26(2) & 26(5)

Yes

Note:

  1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A., For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated.
  2. If status is "No" details of non-compliance may be given here.
  3. If the Listed Entity would like to provide any other information the same may be indicated here.

III Affirmations:

The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied.

For India Power Corporation Limited

SOMESH DASGUPTA

Digitally signed by

SOMESH DASGUPTA Date: 2024.04.16 10:30:45 +05'30'

Somesh Dasgupta

Whole-time Director

Date: 15/04/2024

Place: Kolkata

Format of Cyber Security Incidence Disclosure under Corporate Governance Report

Details of Cyber Security Incidence

Compliance status ( Yes/No )

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has

been cyber security incidents or breaches or loss of data or documents during the

No

quarter

Date of the event

No

Brief details of the event

No

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India Power Corporation Limited published this content on 16 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2024 05:08:07 UTC.