General information about company | |
| Scrip code | 532284 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE389D01013 |
| Name of the entity | TCFC FINANCE LTD |
| Date of start of financial year | 01-04-2019 |
| Date of end of financial year | 31-03-2020 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2019 |
| 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) | |||||||||||||||||
| Wether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | |||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mrs | TANIA DEOL | AAAPA8072C | 00073792 | Executive Director | Not Applicable | CEO-MD | 24-01-1976 | 26-08-2010 | 01-07-2016 | 1 | 0 | 1 | 0 | ||||
| 2 | Mr | ATUL MANUBHAI DESAI | AABPD9483F | 00019443 | Non-Executive - Independent Director | Chairperson | 27-01-1950 | 12-05-1999 | 01-04-2019 | 60 | 6 | 6 | 2 | 5 | ||||
| 3 | Mr | VENKATESH RAGHUNATH KAMATH | AAEPK5652J | 00042866 | Executive Director | Not Applicable | 12-01-1963 | 12-06-1998 | 26-09-2014 | 1 | 0 | 2 | 0 | |||||
| 4 | Mr | DHARMIL A BODANI | AACPB3387K | 00618333 | Non-Executive - Non Independent Director | Not Applicable | 27-04-1970 | 26-09-2014 | 27-08-2015 | 2 | 0 | 3 | 0 | |||||
I. Composition of Board of Directors | ||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||
Wether the listed entity has a Regular Chairperson | ||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | VENGENDUR SRIKUMAR SRINIVASAN | AAEPS3093D | 00051233 | Non-Executive - Independent Director | Not Applicable | 27-02-1944 | 06-02-2006 | 02-08-2019 | 60 | 1 | 1 | 0 | 2 | ||||
| 6 | Mr | PRANAV S JASANI | AACPJ8607N | 01898059 | Non-Executive - Independent Director | Not Applicable | 27-05-1969 | 29-03-2019 | 02-08-2019 | 60 | 1 | 1 | 1 | 0 | ||||
Text Block | |
| Textual Information(1) | 1.Mr. Venkatesh Raghunath Kamath was appointed as Exceutive Director and Chief Financial Officer of the Company w.e.f. 26th September, 2014 2.Mr. Vengendur Srikumar Srinivasan was appointed as an Indpendent Director of the Company for a term of five consecutive years in the Annual General Meeeting of the Company held on 2nd August, 2019 3. Regularisation of appointment of Mr. Pranav S Jasani as an Indpendent director for a term of 5 consecutive years in the Annual General Meeting of the company held on 2nd August, 2019. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00051233 | VENGENDUR SRIKUMAR SRINIVASAN | Non-Executive - Independent Director | Chairperson | 08-08-2019 | Textual Information(1) | |
| 2 | 00019443 | ATUL MANUBHAI DESAI | Non-Executive - Independent Director | Member | 26-08-2010 | ||
| 3 | 00042866 | VENKATESH RAGHUNATH KAMATH | Executive Director | Member | 26-08-2010 | ||
| 4 | 01898059 | PRANAV S JASANI | Non-Executive - Independent Director | Member | 08-08-2019 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Mr. Vengendur has been appointed as Chiarperson of the Audit Commitee w.e.f. 8th August, 2019 |
| Textual Information(2) | Mr. Pranav S Jasani ceased to act as a Chairperson and he has been appointed as the Member of the Audit Commitee after change in composition of the committee w.e.f. 08.08.2019 |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00051233 | VENGENDUR SRIKUMAR SRINIVASAN | Non-Executive - Independent Director | Chairperson | 08-08-2019 | Textual Information(1) | |
| 2 | 00618333 | DHARMIL A BODANI | Non-Executive - Non Independent Director | Member | 11-11-2014 | ||
| 3 | 00019443 | ATUL MANUBHAI DESAI | Non-Executive - Independent Director | Member | 11-11-2014 | ||
| 4 | 01898059 | PRANAV S JASANI | Non-Executive - Independent Director | Member | 08-08-2019 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Mr. Vengendur Srikumar Srinivasan has been appointed as Chiarperson of the Nomination & Remuneration Commitee w.e.f. 8th August, 2019 |
| Textual Information(2) | Mr. Pranav S Jasani ceased to act as a Chairperson and he has been appointed as the Member of the Nomination & Remuneration Commitee after change in composition of the committee w.e.f. 08.08.2019 |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00051233 | VENGENDUR SRIKUMAR SRINIVASAN | Non-Executive - Independent Director | Chairperson | 08-08-2019 | Textual Information(1) | |
| 2 | 00042866 | VENKATESH RAGHUNATH KAMATH | Executive Director | Member | 02-11-2015 | ||
| 3 | 00073792 | TANIA DEOL | Executive Director | Member | 02-11-2015 | ||
| 4 | 00618333 | DHARMIL A BODANI | Non-Executive - Non Independent Director | Member | 08-08-2019 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Mr. Vengendur Srikumar Srinivasan has been appointed as Chiarperson of the Stakeholders Relationship Commitee w.e.f. 8th August, 2019 |
| Textual Information(2) | Mr. Dharmil A Bodani ceased to act as a Chairperson and he has been appointed as the Member of the Stakeholders Relationship Commitee after change in composition of the committee w.e.f. 08.08.2019 |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00073792 | TANIA DEOL | Executive Director | Chairperson | 01-04-2019 | ||
| 2 | 00042866 | VENKATESH RAGHUNATH KAMATH | Executive Director | Member | 30-07-2014 | ||
| 3 | 00019443 | ATUL MANUBHAI DESAI | Non-Executive - Independent Director | Member | 01-04-2019 | ||
| 4 | 00051233 | VENGENDUR SRIKUMAR SRINIVASAN | Non-Executive - Independent Director | Member | 08-08-2019 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Mr. Vengendur Srikumar Srinivasan has been appointed as Member of the Corporate Social Responsibility Commitee w.e.f. 8th August, 2019 |
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 | |||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | 07-05-2019 | Yes | 5 | 2 | |||
| 2 | 08-08-2019 | 92 | Kindly note that the Company has convened the two Borad Meetings on the same day i.e 08.08.2019, wherein the quorum of Directors and Indpendent Directors present in the Meeting remain same. | Yes | 4 | 2 | |
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 07-05-2019 | Yes | 5 | 2 | |||
| 2 | Audit Committee | 08-08-2019 | 92 | Yes | 4 | 2 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 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 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities) | NA |
| 6 | 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 |
| 7 | 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 |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | MISS. KINJAL SHETH |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure III | ||||
III. Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Whether �Corporate Governance Report� disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | ||||
Annexure III | ||
| 1 | Name of signatory | MISS. KINJAL SHETH |
| 2 | Designation | Company Secretary and Compliance Officer |
Signatory Details | |
| Name of signatory | MISS. KINJAL SHETH |
| Designation of person | Company Secretary and Compliance Officer |
| Place | MUMBAI |
| Date | 15-10-2019 |