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EPL : Corporate Governance report for the quarter ended 31 March 2023
EPL : Corporate Governance report for the quarter ended 31 March
About this update from Epl Limited
ANNEXURE I Format to be submitted by listed entity on quarterly basis 1. Name of Listed Entity - EPL Limited 2. Quarter ending - 31-Mar-2023 Composition Of Board Of Director Name of Categ Initial Date of Ten Whe Date No. of No of No of No of post Members Remarks the ory Date Appoint ure ther of Direct Indepen members of hip in Director of ment spec passin orship dent hips in Chairperson Committ Appoi ial g SR in Director Audit/ in Audit/ ees of the ntment resol listed ship in Stakehol Stakeholder Compan utio entitie listed der Committee y n s entities Committ held in pass includ includin ee(s) listed ed? ing g this includin entities this listed g this including listed entity listed this listed entity entity entity Davinder ID,C 22-Aug- 22-Aug- 43.1 NA 4 4 8 3 AC, Singh & 2019 2019 NRC Brar NED Sharmila ID 22-Aug- 22-Aug- 43.1 NA 4 4 8 4 AC,SC Abhay 2019 2019 Karve Uwe ID 22-Aug- 22-Aug- 43.1 NA 1 1 0 0 RMC, Uwe is a Ferdinand 2019 2019 NRC Foreign Rohrhoff National and does not have a PAN Amit NED 22-Aug- 22-Aug- NA 3 0 1 0 NRC Dixit 2019 2019 Animesh NED 22-Aug- 22-Aug- NA 1 0 2 1 AC,SC, Agrawal 2019 2019 RC Aniket NED 22-Aug- 22-Aug- NA 1 0 1 0 SC,RC Damle 2019 2019 Dhaval NED 19-Apr- 19-Apr- NA 1 0 0 0 RMC Jitendra 2021 2021 Buch Anand ED 18-Aug- 18-Aug- NA 2 1 0 0 RMC Kripalu 2021 2021 Thirumal achar Company Remarks Whether Regular Yes chairperson appointed Whether Chairperson is related to MD or CEO No Composition of Committees a. Audit Committee Sr. Name of Committee Category Chairperson/Member Date of Date of No. members Appointment Cessation 1 Sharmila Abhay Karve ID Chairperson 22-Aug-2019 2 Davinder Singh Brar ID,C & Member 22-Aug-2019 NED 3 Animesh Agrawal NED Member 26-Apr-2021 Company Remarks Whether Regular chairperson appointed Yes b. Stakeholders Relationship Committee Sr. Name of Committee Category Chairperson/Member Date of Date of Cessation No. members Appointment 1 Animesh Agrawal NED Chairperson 22-Aug-2019 2 Sharmila Abhay Karve ID Member 22-Aug-2019 3 Aniket Damle NED Member 26-Apr-2021 Company Remarks Whether Regular Yes chairperson appointed c. Risk Management Committee Sr. Name of Committee Category Chairperson/Member Date of Date of No. members Appointment Cessation 1 Dhaval Jitendra Buch NED Chairperson 26-Apr-2021 2 Animesh Agrawal NED Member 22-Aug-2019 3 Aniket Damle NED Member 22-Aug-2019 4 Murugappan Chief Operating Member 01-Nov-2018 Ramasamy Officer 5 Amit Jain Chief Financial Member 01-Apr-2022 Officer 6 Kamlesh Jain Chief Information Member 05-Nov-2022 Officer 7 Anand Kripalu ED Member 18-Aug-2021 Thirumalachar 8 Uwe Ferdinand ID Member 29-Jul-2021 Rohrhoff Company Remarks Whether Regular Yes chairperson appointed d. Nomination and Remuneration Committee Sr. Name of Committee Category Chairperson/Member Date of Date of No. members Appointment Cessation 1 Uwe Ferdinand Rohrhoff ID Chairperson 22-Aug-2019 2 Davinder Singh Brar ID,C & Member 22-Aug-2019 NED 3 Amit Dixit NED Member 22-Aug-2019 Company Remarks Whether Regular Yes chairperson appointed Meeting of Board of Directors Date(s) of meeting Whether Total Number Number of No. of Independent (Enter dates of Previous requirement of Directors as Directors present Directors attending the quarter and Current of Quorum on date of the (All directors meeting quarter in chronological met meeting including order) (Yes/No) Independent Director) 05-Nov-2022 Yes 8 8 3 07-Feb-2023 Yes 8 8 3 31-Mar-2023 Yes 8 7 3 Company Remarks Maximum gap between any two consecutive (in number of days) 93 Meeting of Committees Name of the Date(s) of Whether Total Number of Number of Number of Committee meeting (Enter requiremen Number Directors Independent Members dates of t of of present (All directors attending Previous Quorum Directors directors attending the quarter and met in the including the meeting Meeting Current (Yes/No) Committe Independent (Other than quarter in e as on Director) Board of chronological date of the Directors) order) meeting Audit 05-Nov-2022 Yes 3 3 2 0 Committee Audit 07-Feb-2023 Yes 3 3 2 0 Committee Audit 23-Mar-2023 Yes 3 3 2 0 Committee Company Remarks Maximum gap between any two consecutive (in number of days) [Only for Audit Committee] 93 v. Related Party Transactions Subject Compliance status Remark (Yes/No/NA) Whether prior approval of audit committee obtained Yes Whether shareholder approval obtained for material RPT Not Applicable Whether details of RPT entered into pursuant to omnibus Yes approval have been reviewed by Audit Committee Disclosure of notes on related party transactions and Disclosure of notes of material related party ransactions VI. Affirmations The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 Audit Committee - Yes Nomination & remuneration committee - Yes Stakeholders relationship committee - Yes Risk management committee (applicable to the top 1000 listed entities) - Yes 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 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 a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. - Yes b. Any comments/observations/advice of Board of Directors may be mentioned here: Name : Keyur Doshi Designation : Company Secretary & Compliance Officer ANNEXURE II Format 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 Item Compliance Company Remark Website status As per regulation 46(2) of the LODR: Details of business Yes www.eplglobal.com Terms and conditions of appointment of independent Yes www.eplglobal.com Composition of various committees of board of Yes www.eplglobal.com Code of conduct of board of directors and senior Yes www.eplglobal.com Details of establishment of vigil mechanism/ Whistle Yes www.eplglobal.com Criteria of making payments to non-executive Yes www.eplglobal.com Policy on dealing with related party transactions Yes www.eplglobal.com Policy for determining 'material' subsidiaries Yes www.eplglobal.com Details of familiarization programs imparted to Yes www.eplglobal.com Email address for grievance redressal and other Yes www.eplglobal.com relevant details entity who are responsible for Contact information of the designated officials of the Yes www.eplglobal.com Financial results Yes www.eplglobal.com Shareholding pattern Yes www.eplglobal.com Details of agreements entered into with the media Not Applicable companies and/or their associates Schedule of analyst or institutional investor meet and Yes www.eplglobal.com presentations madeby the listed entity to analysts or New name and the old name of the listed entity Yes www.eplglobal.com Advertisements as per regulation 47 (1) Yes www.eplglobal.com Credit rating or revision in credit rating obtained by Yes www.eplglobal.com Separate audited financial statements of each Yes www.eplglobal.com As per other regulations of the LODR: Whether company has provided information under Yes www.eplglobal.com separate section on its website as per Regulation 46(2) Materiality Policy as per Regulation 30 Yes www.eplglobal.com Dividend Distribution policy as per Regulation 43A Yes www.eplglobal.com It is certified that these contents on the website of the Yes www.eplglobal.com II Annual Affirmations Particulars Regulation Number Compli Company ance Remark status Independent director(s) have been appointed in 16(1)(b) & 25(6) terms of specified criteria of 'independence' and/or Yes 'eligibility' 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 17(4) Yes appointments Code of Conduct 17(5) Yes Fees/compensation 17(6) Yes Minimum Information 17(7) Yes Compliance Certificate 17(8) Yes