Rohit Ferro Tech : Corporate Governance Report for the Quarter Ended 31.12.2021

General information about company
Scrip code	532731
NSE Symbol	ROHITFERRO
MSEI Symbol	NOTLISTED
ISIN	INE248H01012
Name of the entity	ROHIT FERRO-TECH LIMITED
Date of start of financial year	01-04-2021
Date of end of financial year	31-03-2022
Reporting Quarter	Quarterly
Date of Report	31-12-2021
Risk management committee	Not Applicable
Market Capitalisation as per immediate previous Financial Year	Any other

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)

Whether the listed entity has a Regular Chairperson

No

Whether Chairperson is related to MD or CEO

No

No of post of

No of

No of

Number of

Chairperson

Independent

memberships

in Audit/

Whether

Directorship

in listed

Directorship

in Audit/

Stakeholder

special

in listed

Stakeholder

Committee

Tenure

entities

Title

resolution

Date of

entities

Committee(s)

held in listed

Notes for

Notes for

Category 2

Category

Date

Initial Date

of

including

(Mr

Name of the

Category 1

passed?

passing

Date of Re-

Date of

including

including this

entities

not

not

Sr

PAN

DIN

of

3 of

of

of

director

this listed

/

Director

of directors

[Refer Reg.

special

appointment

cessation

this listed

listed entity

including this

providing

providing

directors

directors

Birth

appointment

(in

entity (Refer

Ms)

17(1A) of

resolution

months)

Regulation

entity (Refer

(Refer

listed entity

PAN

DIN

Listing

Regulation

Regulation

(Refer

17A of

Regulations]

17A(1) of

26(1) of

Regulation

Listing

Listing

Listing

26(1) of

Regulations)

Regulations

Regulations)

Listing

Regulations)

Non-

SURESH

Executive -

Not

13-

1

Mr

KUMAR

AESPP2029L

00032674

Non

07-

NA

07-04-2000

27-08-2007

260

1

0

1

0

Applicable

PATNI

Independent

1959

Director

ANKIT

Executive

Not

13-

2

Mr

AJWPP2920M

00034907

MD

01-

NA

30-09-2015

29-08-2019

75

1

0

0

0

PATNI

Director

Applicable

1985

RANJEET

Executive

Not

08-

3

Mr

KUMAR

AHKPB3056E

07479341

01-

NA

24-03-2016

24-03-2019

69

2

0

1

0

Director

Applicable

BURNWAL

1967

Non-

22-

SUJATA

Executive -

Not

4

Mrs

AKXPA1423C

06833458

11-

NA

02-12-2014

02-12-2019

84

3

3

5

4

AGARWAL

Independent

Applicable

1979

Director

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I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

No of post

No of

of

Number of

Chairperson

No of

Independent

memberships

in Audit/

Whether

Directorship

Directorship

in listed

in listed

in Audit/

Stakeholder

special

Stakeholder

Committee

Tenure

entities

entities

Title

resolution

Date of

Committee(s)

held in

Notes for

Notes for

Name of

Category 2

Category

Date

Initial Date

of

including

including

(Mr

Category 1

passed?

passing

Date of Re-

Date of

including

listed

not

not

Sr

the

PAN

DIN

of

3 of

of

of

director

this listed

this listed

/

of directors

[Refer Reg.

special

appointment

cessation

this listed

entities

providing

providing

Director

directors

directors

Birth

appointment

(in

entity (Refer

entity

Ms)

17(1A) of

resolution

months)

Regulation

(Refer

entity (Refer

including

PAN

DIN

Listing

Regulation

this listed

17A of

Regulation

Regulations]

26(1) of

entity (Refer

Listing

17A(1) of

Listing

Regulation

Regulations)

Listing

Regulations)

26(1) of

Regulations

Listing

Regulations)

Non-

09-

SHARAT

Executive -

Not

5

Mr

AEUPM4121J

08529458

08-

NA

14-08-2019

14-08-2019

28

3

3

2

1

MALIK

Independent

Applicable

1968

Director

Non-

24-

ANKIT

Executive -

Not

6

Mr

ACTPR0588H

06893793

09-

NA

02-12-2014

02-12-2019

84

1

1

1

0

RUNGTA

Independent

Applicable

1984

Director

Non-

04-

ANKIT

Executive -

Not

7

Mr

AICPJ1998E

07672255

08-

NA

14-12-2016

14-12-2016

60

2

2

2

1

JAIN

Independent

Applicable

1988

Director

Text Block

	The National Company Law Tribunal (NCLT), Kolkata Bench, vide order dated 7th February, 2020 in
	Company Petition No. 1214/KB/2018 has initiated CIRP under Section 7 of the Insolvency and
	Bankruptcy Code, 2016. Mr Supriyo Kumar Chaudhuri (IP Registration No. IBBI/IPA-001/IP-
	P00644/2017-18/11098) was appointed as IRP to manage affairs of the Company in accordance with
	the provisions of the Code. He was later on confirmed as RP by Committe of Creditors at their 1st
	meeting held on 5th March, 2020.
	Mr. Ankit Rungta and Mr. Ankit Jain, Independent Directors have placed their resignations before the
	Company w.e.f. 7th March, 2020, Mrs. Sujata Agarwal, Independent Director has placed her
	resignation before the Company w.e.f. 29th May, 2020 and Mr. Sharat Malik, Independent
	Director has also placed his resignation before the Company w.e.f. 20th July, 2020. The same were put
	up before CoC by RP. However, none of the resignations were approved by CoC.
Textual Information(1)	Mr. Ankit Jain (DIN: 07672255)has completed his term as an Independent Director of the Company on
	13th December, 2021 as per the terms of his appointment but as per the Code of Insolvency &
	Bankruptcy, the terms of Mr. Ankit Jain will be in force even after expiry of his present term and he
	would be regarded as the member of the Board of Directors till further instruction of Committee of
	Creditors (CoC) of the Company in this regard.
	There was modification in terms of service of Mr. R.K. Burnwal by Committee of Creditors from
	Executive to Non-Executive Director.
	The information about all the directors based on latest information available with company as no

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information provided by them.

Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory Textual Information(1)

Annexure 1 Text Block

Mr. Ankit Rungta and Mr. Ankit Jain, Independent Directors have placed their resignations before the Company w.e.f. 7th March, 2020, Mrs. Sujata Agarwal, Independent Director has placed her

Textual Information(1) resignation before the Company w.e.f. 29th May, 2020 and Mr. Sharat Malik, Independent Director has also placed his resignation before the Company w.e.f. 20th July, 2020. The same were put up before CoC by RP. However, none of the resignations were approved by CoC.

Audit Committee Details

		Whether the Audit Committee has a Regular Chairperson	No
Sr	DIN	Name of Committee	Category 1 of directors	Category 2 of	Date of	Date of	Remarks
Number	members	directors	Appointment	Cessation
1	07672255	ANKIT JAIN	Non-Executive -	Chairperson	14-12-2016		Textual
Independent Director		Information(1)
2	06833458	SUJATA AGARWAL	Non-Executive -	Member	02-12-2014		Textual
			Independent Director				Information(2)
3	06893793	ANKIT RUNGTA	Non-Executive -	Member	02-12-2014		Textual
Independent Director		Information(3)

Sr Text Block

Mr. Ankit Jain, Independent Director has placed his resignation before the Company w.e.f. 7th March, 2020 but the same was rejected by the CoC. He has completed his term as an Independent Director of

Textual Information(1) the Company on 13th December, 2021 as per the terms of his appointment but as per the Code of Insolvency & Bankruptcy , the terms of Mr. Ankit Jain will be in force even after expiry of his present term and he would be regarded as the member of the Board of Directors till further instruction of Committee of Creditors (CoC) of the Company in this regard.

			Mrs. Sujata Agarwal, Independent Director has placed her resignation before the Company w.e.f. 29th
Textual Information(2)	May, 2020 but the same was rejected by the CoC.
Textual Information(3)	Mr. Ankit Rungta, Independent Director has placed his resignation before the Company w.e.f. 7th
March, 2020 but the same was rejected by the CoC.
Nomination and remuneration committee
	Whether the Nomination and remuneration committee has a Regular Chairperson	No
Sr	DIN	Name of Committee	Category 1 of directors	Category 2 of	Date of	Date of	Remarks
Number	members		directors	Appointment	Cessation
1	06893793	ANKIT RUNGTA	Non-Executive -	Chairperson	02-12-2014		Textual
Independent Director		Information(1)
2	07672255	ANKIT JAIN		Non-Executive -	Member	14-12-2016		Textual
	Independent Director		Information(2)

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3	08529458	SHARAT MALIK	Non-Executive -	Member	14-08-2019		Textual
Independent Director		Information(3)

Sr Text Block

Textual Information(1)	Mr. Ankit Rungta, Independent Director has placed his resignation before the Company w.e.f. 7th
March, 2020 but the same was rejected by the CoC.
	Mr. Ankit Jain, Independent Director has placed his resignation before the Company w.e.f. 7th March,
	2020 but the same was rejected by the CoC. He has completed his term as an Independent Director of
Textual Information(2)	the Company on 13th December, 2021 as per the terms of his appointment but as per the Code of
Insolvency & Bankruptcy , the terms of Mr. Ankit Jain will be in force even after expiry of his present
	term and he would be regarded as the member of the Board of Directors till further instruction of
	Committee of Creditors (CoC) of the Company in this regard.
	Mr. Sharat Malik, Independent Director has placed his resignation before the Company w.e.f. 20th
Textual Information(3)	July, 2020 but the same was rejected by the CoC.

Stakeholders Relationship Committee

	Whether the Stakeholders Relationship Committee has a Regular Chairperson	No
Sr	DIN	Name of Committee	Category 1 of directors	Category 2 of	Date of	Date of	Remarks
Number	members	directors	Appointment	Cessation
1	06833458	SUJATA	Non-Executive - Independent	Chairperson	02-12-2014		Textual
		AGARWAL	Director				Information(1)
2	00032674	SURESH KUMAR	Non-Executive - Non	Member	30-05-2014
		PATNI	Independent Director
3	08529458	SHARAT MALIK	Non-Executive - Independent	Member	14-08-2019		Textual
Director		Information(2)

	Sr Text Block
	Mrs. Sujata Agarwal, Independent Director has placed her resignation before the Company w.e.f. 29th
Textual Information(1)	May, 2020 but the same was rejected by the CoC.
	Mr. Sharat Malik, Independent Director has placed his resignation before the Company w.e.f. 20th
Textual Information(2)	July, 2020 but the same was rejected by the CoC.

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson

Sr

DIN

Name of Committee

Category 1 of

Category 2 of

Date of

Date of

Remarks

Number

members

directors

directors

Appointment

Cessation

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson

No

Sr

DIN

Name of Committee

Category 1 of directors

Category 2 of

Date of

Date of

Remarks

Number

members

directors

Appointment

Cessation

1

06833458

SUJATA AGARWAL

Non-Executive - Independent

Chairperson

02-12-2014

Textual

Director

Information(1)

2

00032674

SURESH KUMAR

Non-Executive - Non

Member

07-05-2014

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		PATNI	Independent Director
3	07479341	RANJEET KUMAR	Executive Director	Member	30-05-2016		Textual
		BURNWAL					Information(2)

Sr Text Block

Mrs. Sujata Agarwal, Independent Director has placed her resignation before the Company w.e.f. 29th

Textual Information(1)

May, 2020 but the same was rejected by the CoC.

There was modification in terms of service of Mr. R.K. Burnwal by Committee of Creditors from

Textual Information(2)

Executive to Non-Executive Director.

Other Committee

Sr

DIN Number

Name of Committee members

Name of other committee

Category 1 of directors

Category 2 of directors

Remarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory

Textual Information(1)

Text Block

In consonance with the stipulation contained in Section 17, 18 and 20 of the IBC, 2016, the powers of

the Board of Directors and its Committees stand suspended .However, during the quarter ended 31st

Textual Information(1)

December, 2021, there was one meeting of Resolution Professional with Directors and KMP of the

Company held on 10th November, 2021 to approve interalia among other item Unaudited Financial

Results both standalone and consolidated basis for the Quaretr ended 30th September, 2021.

Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory

Textual Information(1)

Text Block

In consonance with the stipulation contained in Section 17, 18 and 20 of the IBC, 2016, the powers of

the Board of Directors and its Committees stand suspended and the same are vested with and exercised

Textual Information(1)

by Resolution Professional.

Therefore, no committee meetings held during the quarter ended 31st December, 2021.

Annexure 1

V. Related Party Transactions

Sr

Subject

Compliance status

If status is "No" details of non-

(Yes/No/NA)

compliance may be given here.

1

Whether prior approval of audit committee obtained

NA

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