Sub: Corporate Governance Report for the quarter and half year ended September 30, 2018

Transcription

1 NçT44rWELSPUN ~ND~A HOME TEXTILES WIL/SEC/20 18 October 15, 2018 To Bombay Stock Exchange Limited National Stock Exchange of India Limited Department of Corporate Services, ListingCompliance Department SP. J. Towers, Dalal Street, Exchange Plaza, Bandra-Kurla Complex, Mumbai Bandra (E), Mumbai (Scrip Code ) (Symbol: WELSPUNIND, Series BE) Dear Sir/Madam, Sub: Corporate Governance Report for the quarter and half year ended September 30, 2018 Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular ref. CIRJCFD/CMD/5/2015 dated September 24, 2015, please find enclosed the Corporate Governance Report for the quarter and half year ended September 30, Kindly take the same on record. Thanking You, Yours faithfully, For Welspu India Limited S ashikant Thorat Company Secretary ICSI Membership No. : FCS-6505 End: As above Welspun India Limited Weispun House, 6th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai , India. T / F / companysecretary,_wii~welspun.com Website : Registered Address: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat , India. T: F: Works: Survey No. 76, Village Morai, Vapi, District Valsad, Gujarat , India. T: F: Corporate Identity Number: L17110GJ1985PLC033271

2 - Corporate Governance Report as per Regulation 27(2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations, Name of the listed entity: Welspun India Limited Quarter ending: September 30, 2018 I. Composition of Board of Directors Title Name of PAN & DIN, Category Date of Tenure No. of No. of No. of post (Mr.! Director (Chairpersoni Exe appointme Director members of Ms.) cutive!non- nt in the ship in hips in Chairperso Executiveflndepe current Listed Audit/Sta n in ndentlnominee) term/cessat entities keholder Audit/Stak ion includin Committe eholder g this c(s) Committee listed including held in entity* this listed listed % entity~ entities including this listed entity* Mr. Balkrishan DIN: Chairperson Goenka PAN: Non-executive AEOPG4S9ID Director Mr. Rajesh DIN: Managing Director Mandawewala PAN: - Executive AACPM26O1D Director Ms. Dipali Goenka DIN: CEO & Joint PAN: Managing Director AEOPG4886L - Executive Director Mr. Ram Gopal DIN: Independent Upto Sharma PAN: AOQPS3I14R Mr. Arun Todarwal DIN: Independent Upto PAN: For Weispun 7!nd~ - LiwkOd O~oct CGrflWW s~a&ery

3 AAGPT5697L For Weispun ~ndia - Pradeep Poddar DIN: Independent Upto PAN: AAEPP355OC Arvind Kumar DIN: Independent Upto Singhal PAN: AAOPS33O6H Shalil Awale DIN: Nominee Director PAN: ABTPA4495R * Details regarding Directorship, Chairmanship /Membership in other Committees is as per last disclosure available with the Company # Apart from above, the following Director(s) holds Membership and Chairmanship in Audit Committee of unlisted public limited company or deemed to be public limited company: Name of Director Membership Chairmanship Mr. Ram Gopal Sharina 5 2 Mr. Arun Todarwal 4 3 % Includes Directorship in all listed companies regardless of whether as Independent / Non-Independent I Executive I Nonexecutive Nominee Director... IL Corn rnsition of Committee Sr. No Name of Cornrnittee Name of Committee Category Members (Chairperson/Executive/Non Executive/Independent/Nominee) 1. Audit Committee Mr. Ann Todarwal Chairman Independent, Mr. Ram Gopal Sharma Member - Independent Mr. Pradeep Poddar Member Independent 2. Nomination & Remuneration Mr. Ram Gopal Sharma Chairman Independent Committee Mr. Awn Todarwal Member - Independent Mr. Pradeep Poddar Member Independent 3. Risk Management Not Applicable Not Applicable Committee - 4. The Stakeholders Mr. Ram Gopal Shamia Chairman Independent Director I b&upany SQcwIasy

4 Relationship, Share Transfer and Investor Grievance Committee Mr. Balkrishan Goenka Mr. Rajesh Mandawewala Member - Non-Executive Director Member - Executive Director III. Meetings of Board of Directors Date(s) of Meeting (if any) in the previous quarter Date(s) of Meeting (if any) in the relevant quarter May 16, 2018 July 27, days - September 21, days Maximum gap between any two consecutive (in number of days) IV. Meeting of Committees Date(s) of meeting of Whether requirement the Committee in the of Quorum met relevant quarter (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 Meeting July 25, 2018 Yes June 27, days July 26, 2018 Yes 01 days July 27, 2018 Yes 01 day 2. Nomination & Remuneration Committee June 02, 2018 Yes May 24, July 26, 2018 Yes 3. The Stakeholders Relationship, Share Transfer and Investor Grievance Committee September 03, 2018 Yes June 04, Risk Management Committee Not Applicable V. Related Party Transactions Subject Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Compliance Status (Yes/No/NA) Yes Approval of the shareholders was obtained at the Annual General Meeting held on September 25, 2014 for entering into transactions with Welspun Global Brands Limited and Welspun

5 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee of the Company. Yes VI. Affirmations 1. The Composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders Relationship Committee d. Risk Management Committee (applicable to the top 100 listed companies) Not Applicable 3. The Committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 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, This report will be placed before Board of Directors at the next Board Meeting Any comments! observations! advice of Board of Directors may be mentioned here - Not applicable For Welspun India Limited w Shashikant Thorat Company Secretary Date: October 15, 2018 Place: Mumbai

6 Corporate Governance Report as per Regulation 27(2) of Securities and Exchange Board of India (Listiiig Obligation and Disclosure Requirements), Regulations, 2015 read with Circular Ref. No. CIR/CFD/CMD/5/2015 dated September 24, Name of the listed entity: Welspun India Limited Half Year ended: September 30, 2018 I Affirmations Broad heading Regulation Compliance Number Status (Yes/No/NA) Copy of the annual report including balance sheet, profit 46(2) Yes and loss account, directors report, corporate governance report, business responsibility report displayed on website Presence of Chairperson of Audit Conunittee at the 18(1)(d) Yes Annual General Meeting Presence of Chairperson of the nomination and 19(3) No remuneration committee at the annual general meeting Whether Corporate Govemance Report disclosed in 34(3) read Yes Annual Report with para C of Schedule V Note: Pursuant to the provision of Section 178(7) of the Companies Act, 2013,Chairnian of the Nomination & Remuneration Committee, Mr. Rain Gopal Sharma, had vide a letter dated August 09, 2018 authorised Mr. Ann Todarwal, Member of Nomination & Remuneration Committee, to attend the Annual General Meeting on his behalf F~spundia Limited Shashikant Thorat Company Secretary FCS 6505