Tinplate of India : Corporate Governance Quarterly Report

QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE

• 1. Name of the Listed Entity : The Tinplate Company of India Limited

• 2. Quarter ending : As on 31st March, 2022

Composition of Board of Directors
Titl e (Mr . / Ms. )	Name of the Director	DIN	PAN	Category (Chairperson / Executive / Non-Executive / Independent / Nominee)	Initial Date of Appointme nt	Date of Re-Appointme nt in the current term	Date of Cessat ion	Tenu re	Date Birthof	No. of Director ship in listed entities includin g this listed entity (Refer Regulati on 17A(1) of Listing Regulati on)	No. of Independe nt Directors hip in Listed Entities including this Listed Entity (Refer Regulatio n 17A(1) of Listing Regulatio n)	Number of membershi ps in Audit / Stakeholder s' Relationshi p Committee( s) including this listed entity (Refer regulation 26(1) of Listing Regulation)	No. of post of Chairperson in Audit / Stakeholders ' Relationship Committee(s ) held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulation)
Mr.	Koushik Chatterjee	00004989	AETPC4136N	Chairperson - Non-Executive	25.10.2004	-	-	NA	03.09.1968	5	NIL	3	NIL
Dr.	Sougata Ray	00134136	AERPR8519N	Independent	04.05.2011	05.09.2019	-	160	10.09.1968	2	2	4	2
Mr.	B N Samal	00429902	ABSPS9630F	Independent	22.01.2015	22.01.2020	-	120	04.03.1953	1	1	2	1
Ms.	Atrayee Sanyal	07011659	AIVPS2674R	Non-Executive	22.01.2015	-	-	NA	25.05.1970	1	NIL	1	NIL
Mr.	Shashi Kant Maudgal	00918431	AEWPM3880 Q	Independent	21.04.2017	-	-	60	01.02.1954	2	2	2	NIL
Mr.	R MurthyN	06770611	ADMPM9084 F	Managing Director	10.07.2018	-	-	NA	17.11.1964	1	NIL	1	NIL

Mr.	Rajeev Singhal	02719570	AIOPS2538R	Non-Executive	23.10.2019	-	-	NA	22.08.1963	1	NIL	NIL	NIL
Dr.	Rupali Basu	01778854	AFUPB7527G	Independent	10.12.2019	-	-	60	23.11.1963	3	3	1	NIL
•	Whether regular chairperson is appointed	Yes
•	Whether Chairperson is related to managing director or CFO	No

Note:

• 1. While calculating directorship in Listed Entities, only directorship in equity listed companies has been considered.

• 2. While calculating the committee positions of the Directors, both Listed and Unlisted companies have been considered, in compliance with Regulation 26(1)(a) of SEBI Listing Regulation.

• 3. Pursuant to the FAQs on Corporate Governance Report published by the National Stock Exchange of India Limited (NSE), number of membership in committees include chairmanship in committees during the quarter ended March 31, 2021.

Composition of Committees
Name of the Committee	Whether regular chairperson appointed	Name of the Committee Members	Category (Chairperson/ Executive/ Non-Executive/ Independent/ Nominee)	Date of Appointment	Date of Cessation
1. Audit Committee	Yes	Dr. Sougata Ray	Chairperson - Non-Executive Independent	22.01.2015	-
Ms. Atrayee Sanyal	Member - Non-Executive Non- Independent	31.07.2015	-
Mr. Shashi Kant Maudgal	Member - Non-Executive Independent	09.09.2019	-
Mr. B N Samal	Member - Non-Executive Independent	08.01.2020	-
2. Nomination & Remuneration Committee	Yes	Dr. Sougata Ray	Chairperson - Non-Executive Independent	31.03.2017	-
Mr. Koushik Chatterjee	Member - Non-Executive Non- Independent	29.04.2010	-
Mr. Shashi Kant Maudgal	Member - Non-Executive Independent	09.09.2019	-
3. Risk Management Committee (if applicable)	Yes	Mr. Shashi Kant Maudgal	Chairperson - Non-Executive Independent	14.07.2021	-
Dr. Sougata Ray	Member - Non-Executive Independent	14.07.2021
Mr. Rajeev Singhal	Member - Non-Executive Non- Independent	14.07.2021
Mr. R.N.Murthy	Member - Executive Director	14.07.2021
4. Stakeholders Relationship Committee	Yes	Mr. B N Samal	Chairperson - Non-Executive Independent	22.01.2015	-
Dr. Sougata Ray	Member - Non-Executive Independent	31.03.2017	-
Mr. R.N.Murthy	Member - Executive Director	09.09.2019	-
5. Corporate Social Responsibility Committee	Yes	Mr. Rajeev Singhal	Chairperson - Non-Executive Non-Independent	13.11.2019	-
Dr. Sougata Ray	Member - Non-Executive Independent	22.04.2014	-
Mr. R N Murthy	Member - Executive Director	10.07.2018	-
Ms. Atrayee Sanyal	Member - Non-Executive Non- Independent	09.09.2019	-

Meeting of Board of Directors
Date(s) of Meeting (if any) in the previous quarter	Date(s) of Meeting (if any) in the relevant quarter	Whether Requirement Quorum metof	No. of Directors Present	No of Independent Directors present	Maximum gap between any two consecutive meetings (in number of days)
5th November, 2021	-	Yes	8	4	-
14th November, 2021	8	4	8 day
15th November, 2021	8	4	-
14th January, 2022	8	4	59 days
21st February, 2022	8	4	37 days
14th March, 2022	8	4	21 days

Meeting of Committees
Date(s) of Meeting (if any) in the previous quarter	Date(s) of Meeting (if any) in the relevant quarter	Whether requirement Quorum (details of met	No. of Directors Present	No of Independent Directors Present	Maximum gap between any two consecutive meetings (in number of days)
Audit Committee
16th October, 2021	-	Yes	4	3	-
25th October, 2021	4	3	8 days
5th November, 2021	4	3	10 days
13th November, 2021	4	3	7 days
15th November, 2021	4	3	1 day
15th December, 2021	4	3	29 days
14th January, 2022	4	3	59 days
21st February, 2022	4	3	37 days
Nomination and Remuneration Committee
14th November, 2021	Yes	3	2	-
14th January, 2022	3	2	60 days
14th March, 2022	3	2	58 days
Stakeholder's Relationship Committee
8th December, 2021	Yes	3	2	-
15th March, 2022	3	2	96 days
Risk Management Committee
15th March, 2022	-	Yes	4	2	-
Corporate Social Responsibility Committee
7th October, 2021	-	Yes	4	1	-
10th January, 2022	3	1	94 days

Related Party Transactions
Subject	Compliance status (Yes/No/NA)
Whether prior approval of audit committee obtained	Yes
Whether shareholder approval obtained for material RPT	Yes
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes

Affirmative

• • The composition of Board of Directors is in terms of SEBI (Listing obligation and disclosure requirement) Regulation, 2015.

• • The composition of the following committee is in terms of SEBI (Listing obligation and disclosure requirements) Regulation, 2015

  • a) Audit Committee

  • b) Nomination & remuneration Committee

  • c) Stakeholders' relationship committee

  • d) Risk management committee (applicable to the top 1000 listed entities)

• • The committee members have been made aware of their power, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirement) Regulation, 2015

• • The Meeting of the Board of Directors and the above committee have been conducted in the manner as specified in SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015

• • The Report will be placed before the Board of Directors of the Company at their next meeting. The report submitted in the previous quarter has been placed before the Board of Directors at their meeting held on 14th January, 2022.

KAUSHIK SEAL

(COMPANY SECRETARY)