Transport of India : Corporate Governance Report 31.03.2023

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity - Transport Corporation of India Limited

2. Quarter ending

- 31-Mar-2023

1. Composition Of Board Of Director

No. of

No of

No of post of

No of

Chairperson in

Whethe

Directorshi

memberships

Date of

Independent

Audit/

Title

Sub

r special

p in listed

in Audit/

Name of the

Catego

Initial Date of

Date of

Date of

Ten

passing

Directorship in

Stakeholder

(Mr./

Catego

Date of Birth

resoluti

entities

Stakeholder

Ms)

Director

ry

ry

Appointment

Appointment

cessation

ure

on

special

including

listed entities

Committee(s)

Committee held

resolution

including this

in listed entities

passed?

this listed

including this

entity

listed entity

listed entity

including this

listed entity

Mr.

Dharampal

C,ED

MD

11-Sep-1998

03-Aug-2021

24-Aug-1950

NA

5

2

3

1

Agarwal

Mr.

Satyanarayan

NED

02-Jan-1995

03-Aug-2021

15-Jan-1945

Yes

29-Jul-19

2

1

4

1

Agarwal

Mr.

Vijay Sankar

ID

04-Nov-2016

03-Aug-2021

77

26-Dec-1972

NA

4

3

5

0

Mr.

Subramanian

ID

12-Feb-2019

12-Feb-2019

50

27-Oct-1956

NA

5

5

7

3

Madhavan

Ms.

Gita Nayyar

ID

24-May-2019

24-May-2019

46

11-Oct-1963

NA

4

4

4

2

Mr.

Ravi Uppal

ID

28-Oct-2019

28-Oct-2019

41

09-May-1952

NA

1

1

1

1

Mrs

Urmila Agarwal

NED

01-Nov-2012

02-Aug-2018

28-Sep-1952

NA

1

0

0

0

.

Mr.

Chander

NED

21-Sep-2006

29-Jul-2019

26-Dec-1978

NA

2

0

2

0

Agarwal

Mr.

Vineet Agarwal

ED

MD

18-Jun-1998

01-Jul-2018

16-Sep-1973

NA

3

1

5

0

Mr.

Vikrampati

ID

05-Jul-2021

05-Jul-2021

21

08-Oct-1965

NA

3

2

1

0

Singhania

Company Remarks
Whether Permanent	Yes
chairperson appointed
Whether Chairperson is related	Yes
to MD or CEO

1. Composition of Committees

a. Audit Committee

Sr. No.	Name of the Director	Category	Chairperson/Membership	Appointment Date	Cessation Date
1	Ravi Uppal	ID	Chairperson	03-Aug-2021
2	Subramanian	ID	Member	07-May-2019
	Madhavan
3	Satyanarayan Agarwal	NED	Member	27-May-2000
4	Vijay Sankar	ID	Member	07-May-2019
Company Remarks
Whether Permanent chairperson appointed	Yes

b. Stakeholders Relationship Committee

Sr. No.	Name of the Director	Category	Chairperson/Membership	Appointment Date	Cessation Date
1	Satyanarayan Agarwal	NED	Chairperson	27-May-2000
2	Gita Nayyar	ID	Member	14-Oct-2019
3	Chander Agarwal	NED	Member	03-Aug-2021
Company Remarks
Whether Permanent chairperson appointed	Yes

1. Risk Management Committee

Sr. No.	Name of the Director	Category		Chairperson/Membership	Appointment Date	Cessation Date
1	Subramanian	ID		Chairperson	25-May-2021
	Madhavan
2	Ravi Uppal	ID		Member	25-May-2021
3	Vineet Agarwal	ED		Member	25-May-2021
Company Remarks
Whether Permanent chairperson appointed		Yes
d. Nomination and Remuneration Committee
Sr. No.	Name of the Director	Category		Chairperson/Membership	Appointment Date	Cessation Date
1	Vikrampati Singhania	ID		Chairperson	03-Aug-2021
2	Subramanian	ID		Member	07-May-2019
	Madhavan
3	Satyanarayan Agarwal	NED		Member	07-May-2019
Company Remarks
Whether Permanent chairperson appointed		Yes

1. Meeting of Board of Directors

Date(s) of Meeting	Date(s) of Meeting	Whether	Number of	Number of Independent
(if any) in the	(if any) in the	requirement of	Directors present	Directors present
previous quarter	relevant quarter	Quorum met
29-Oct-2022	30-Jan-2023	Yes	8	3
Company Remarks
Maximum gap between any two	90
consecutive (in number of days)

1. Meeting of Committees

Name of the

Date(s) of meeting

Date(s) of meeting

Whether

Number of

Number of

Committee

during of the

of the committee

requirement of

Directors

independent

committee in the

in the relevant

Quorum met

present

directors present

previous quarter

quarter

(Yes/No)

Audit Committee

29-Oct-2022

Yes

Audit Committee

30-Jan-2023

Yes

3

2

Risk Management

30-Jan-2023

Yes

2

1

Committee

Corporate Social

30-Jan-2023

Yes

4

1

Responsibility

Committee

Company Remarks

Maximum gap between any two

92

consecutive (in number of days)

[Only for Audit Committee]

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

Yes

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

transactions

VI. Affirmations

1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes
2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
3. 1. Audit Committee - Yes
   2. Nomination & remuneration committee - Yes
   3. Stakeholders relationship committee - Yes
   4. Risk management committee (applicable to the top 1000 listed entities) - Yes
4. 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
5. 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
6. 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	:	Archana Pandey
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 status	Company	Website
	(Yes/No/NA)	Remark
As per regulation 46(2) of the LODR:
Details of business	Yes		www.tcil.com
Terms and conditions of appointment of independent directors	Yes		www.tcil.com
Composition of various committees of board of directors	Yes		www.tcil.com
Code of conduct of board of directors and senior management	Yes		www.tcil.com
Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		www.tcil.com
Criteria of making payments to non-executive directors	Yes		www.tcil.com
Policy on dealing with related party transactions	Yes		www.tcil.com
Policy for determining 'material' subsidiaries	Yes		www.tcil.com
Details of familiarization programs imparted to independent	Yes		www.tcil.com
Email address for grievance redressal and other relevant details	Yes		www.tcil.com
entity who are responsible for assisting and handling investor
Contact information of the designated officials of the listed entity
who are responsible for assisting and handling investor grievances	Yes		www.tcil.com
other relevant details
Financial results	Yes		www.tcil.com
Shareholding pattern	Yes		www.tcil.com
Details of agreements entered into with the media companies	Not Applicable
and/or their associates
Schedule of analyst or institutional investor meet and	Yes		www.tcil.com
presentations madeby the listed entity to analysts or institutional
New name and the old name of the listed entity	Not Applicable
Advertisements as per regulation 47 (1)	Yes		www.tcil.com
Credit rating or revision in credit rating obtained by the entity for	Yes		www.tcil.com
Separate audited financial statements of each subsidiary of the	Yes		www.tcil.com
As per other regulations of the LODR:
Whether company has provided information under separate	Yes		www.tcil.com
section on its website as per Regulation 46(2)
Materiality Policy as per Regulation 30	Yes		www.tcil.com
Dividend Distribution policy as per Regulation 43A (as applicable)	Yes		www.tcil.com
It is certified that these contents on the website of the listed entity	Yes		www.tcil.com