January 14, 2022

CORPORATE GOVERNANCE REPORT FOR THE QUARTER ENDED DECEMBER 31, 2021

Format to be submitted by listed entity on quarterly basis.

  1. Name of Listed Entity -V-Guard Industries Limited
  2. Quarter ending - December 31, 2021
  3. Composition of Board of Directors:

Ti

Name of the

DIN

Category

Initial Date

Date of

Date

Tenu

No. of

No. of

No. of

No. of

tl

Director

(Chairperson

of

passing

of

re (in

Directo

Indepe

membe

post of

e

PAN

/Executive/No

Appointme

of

Cessa

Mont

rship

ndent

rships

Chairper

n-Executive/

nt

special

tion

hs)

in

Directo

in

son in

Date of

Independent/

&

resolutio

listed

rship

Audit/

Audit

Birth

Nominee)

Date of Re

n

entities

in

Stakeh

/Stakeho

appointme

[As per

includi

listed

older

lder

nt

Reg

ng this

entities

Commit

Committ

17(1A)

listed

includi

tee(s)

ee held

entity

ng this

includi

in listed

listed

ng this

entities

entity

listed

including

entity

this

listed

entity

M

Cherian

00061030

Non-

2014

24-07-

-

89

1

1

2

2

r.

Naduvathara

AAPPP653

Executive

29-07-2019

2019

Punnoose

Independent

1N

Director

30-05-1947

Chairman of

M

Mithun

00027610

the BOD

2003

-

-

1

0

2

0

r.

Executive

Kochouseph

ACTPC800

Director &

01-04-2021

Chittilappilly

Managing

4B

Director

M

02-09-1980

-

-

r.

Ramachandr

06576300

Executive

2013

1

0

0

0

an

AAPPR790

Director &

01-06-2020

Venkatarama

Chief

n

6P

Operating

M

Chenayappilli

27-10-1963

Officer

2014

-

-

89

3

2

5

0

r.

00003132

Non-

l John George

AANPJ6568

Executive

29-07-2019

Independent

K

Director

22-03-1959

VRegd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P +91 484 300 5000 +91 484 200 5000 F +91 484 300 5100

E mail@vguard.in

M

Kasargod

Executive

r.

Ullas

00506681

Non-

2014

-

-

89

2

1

2

0

Kamath

ACNPK991

Independent

29-07-2019

2A

Director

M

01-01-1963

-

Executive

1

s.

Radha Unni

03242769

Non-

27-09-2018

05.08.202

39

4

4

7

0

AAAPU151

Independent

8P

Director

M

04-12-1948

-

-

Executive-

r.

B Jayaraj

00027479

Non-

01 04

1

0

1

0

AAUPJ3706

12-08-2020

C

Independent

- AGM

28-08-1956

Director

appointed

M

as NED

Muthoot

Executive

r.

George

00018955

Non-

05-10-2020

-

-

14

2

1

3

0

Jacob

ADLPJ1626

Independent

P

Director

M

16-08-1983

-

-

Executive

r.

Biju Varkey

01298281

Non-

26 05 2021

7

2

2

0

0

ADKPV231

Independent

05-08-2021

9N

Director

- AGM

22-12-1965

Whether Regular

chairperson

Yes

appointed

Whether the

No

Chairperson is

related to

Managing

Director or CEO

Disclosure of

notes on

Composition

4. Composition of Committees a. Audit Committee

Sr

DIN

Name of the Director

Category

hairmanship

Appointment

Cessation

no.

/Membership

date

date

1

00061030

Cherian Naduvathara

Non-Executive

Chairman

01-11-2012

-

Punnoose

Independent

2

00003132

Chenayappallil John George

Director

Member

16-08-2007

-

Non-Executive

Independent

3

00027610

Mithun Kochouseph

Director

Member

01-04-2009

-

Executive Director

Chittilappillly

4

00506681

Ullas Kasargod Kamath

Non-Executive

Member

04-11-2014

-

Independent

Director

Independent

5

03242769

Radha Unni

Non-Executive

Member

01-06-2019

-

Director

Independent

6

00018955

George Muthoot Jacob

Non-Executive

Member

01-08-2021

Director

7

00027479

B Jayaraj

Independent

Member

01-08-2021

Non-Executive Non -

Director

Company Remarks

Whether the Audit Committee has a regular

Yes

Chairperson

  1. Nomination & Remuneration Committee

Sr

DIN

Name of the

Category

hairmanship/

Appointment

Cessation

no.

Director

Membership

date

date

1

00003132

Chenayappallil

Non-Executive

Chairman

16-08-2007

-

John George

Independent Director

-

2

00061030

Naduvathara

Independent Director

Member

01-11-2012

Cherian

Non-Executive

3

03242769

Punnoose

Non-Executive

Member

01-06-2019

-

Radha Unni

4

00506681

Ullas Kasargod

Independent Director

Member

06-11-2019

-

Non-Executive

5

01298281

Kamath

Independent Director

Member

26-05-2021

-

Biju Varkkey

Non-Executive

Independent Director

Company Remarks

Whether the Nomination &

Yes

Remuneration Committee

has a regular Chairperson

Note

  1. Stakeholders Relationship Committee

Sr

DIN

Name of the

Category

hairmanship/

Appointment

Cessation

no.

Director

Membership

date

date

1

00061030

Cherian Naduvathra

Non-Executive

Chairman

01-11-2012

-

Punnoose

Independent

2

00003132

Chenayappallil John

Director

Member

16-08-2007

-

Non-Executive

George

Independent

3

00027610

Mithun Kochouseph

Director

Member

01-04-2009

-

Executive

Chittilappilly

Director

Company Remark

Whether the Stakeholder Relationship

Yes

Committee has a regular Chairperson

  1. Risk Management Committee

Sr

DIN

Name of the Director

Category

hairmanship/

Appointment

Cessation

no.

Membership

date

date

1

00506681

Ullas Kasargod Kamath

Non-Executive

Chairman

06-11-2019

-

Independent

2

00027610

Mithun Kochouseph

Director

Member

04-11-2014

-

Executive

Chittilappilly

Director

3

06576300

Ramachandran

Executive

Member

04-11-2014

-

Venkataraman

Director

4

No DIN

Sudarshan Kasturi

Chief Financial

Member

01-06-2017

Officer

Company Remarks

Whether the Risk Management

Yes

Committee has a regular

Chairperson

  1. Corporate Social Responsibility Committee

Sr

DIN

Name of the

Category

hairmanship/

Appointment

Cessation

no.

Director

Membership

date

date

1

00027479

B Jayaraj

Non-Executive Non-

Chairman

22-05-2020

-

Independent

2

00061030

Cherian

Director

Member

20-03-2014

-

Non-Executive

Naduvathra

Independent

3

00027610

Punnoose

Director

Member

20-03-2014

-

Mithun

Executive Director

Kochouseph

Chittilappilly

4

00018955

George Muthoot

Non-Executive

Member

01-08-2021

Jacob

Independent

Director

Company Remarks

Whether the Corporate Social

Yes

Responsibility Committee has a

regular Chairperson

5. Meeting of the Board of Directors

Sr

Date(s) of meeting (Enter

Maximum gap

Whether

Number of

No. of

dates of Previous quarter

between any two

requirement of

Directors

Independent

and Current quarter in

consecutive (in

Quorum met

present

Directors

chronological order)

number of days)

(Yes/No)

(Including

attending the

Independent

meeting

Directors)

1

02-07-2021

Yes

9

6

2

30-07-2021

27

Yes

8

5

3

28-10-2021

89

Yes

8

5

4

20-12-2021

52

Yes

9

6

6. Meeting of Committees

Sr

Name of Committee

Date(s) of

Maximum

Whether

Number of

No. of

meeting (Enter

gap between

requirement of

Directors

Independent

dates of

any two

Quorum met

present

Directors

Previous

consecutive

(Yes/No)

(Including

attending the

quarter and

(in number

Independent

meeting

Current quarter

of days)

Directors)

in

chronological

order)

1

Audit Committee

30-07-2021

Yes

5

4

2

Audit Committee

28-10-2021

89

Yes

7

5

3

Audit Committee

20-12-2021

52

Yes

7

5

Nomination and

4

remuneration

30-07-2021

Yes

5

5

committee

Nomination and

5

remuneration

28-10-2021

89

Yes

5

5

committee

7.

Related Party Transactions

Subject

Compliance status (Yes/No/NA)

Whether prior approval of Audit Committee obtained

Yes

Whether shareholder approval obtained for material RPT

NA

reviewed by Audit Committee

NA

Whether details of RPT entered into pursuant to omnibus approval have been

notes of material related party transactions

Disclosure of notes on related party transactions and disclosure and disclosure of

-

Annexure 1

The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 1.2015. - Yes

The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) 2. Regulations, 2015

a. Audit Committee - Yes

b. Nomination & Remuneration Committee - Yes c. Stakeholders Relationship Committee - Yes

d. Risk management committee (applicable to the top 500 listed entities) - Yes

The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing 3. obligations and disclosure requirements) Regulations, 2015. - Yes

The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI

4.(Listing Obligations and Disclosure Requirements) Regulations, 2015. - Yes

5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors - Yes

6. Any comments/observations/advice of the board of directors may be mentioned here - NA

For V-Guard Industries limited

: Jayasree K

Place :

Name Company Secretary & Compliance Officer

DesignationErnakulam:

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Disclaimer

V-Guard Industries Limited published this content on 15 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 January 2022 03:14:07 UTC.