General information about company | |
| Scrip code | 532284 |
| NSE Symbol | NOTLISTED |
| MSEI Symbol | NOTLISTED |
| ISIN | INE389D01013 |
| Name of the entity | TCFC Finance Limited |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2024 |
| 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 | 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 | |||||||||||||||||
| 1 | Mrs | Tania Vijay Singh Deol | AAAPA8072C | 00073792 | Executive Director | Not Applicable | CEO-MD | 24-01-1976 | |||||||||||||||||
| 2 | Mr | Venkatesh Raghunath Kamath | AAEPK5652J | 00042866 | Executive Director | Not Applicable | 12-01-1963 | ||||||||||||||||||
| 3 | Mr | Dharmil A Bodani | AACPB3387K | 00618333 | Non-Executive - Non Independent Director | Chairperson | 27-04-1970 | ||||||||||||||||||
| 4 | Mr | Pranav S. Jasani | AACPJ8607N | 01898059 | Non-Executive - Independent Director | Not Applicable | 27-05-1969 | ||||||||||||||||||
| 5 | Mrs | Jaya Virwani | ABSPV4736B | 10484924 | Non-Executive - Independent Director | Not Applicable | 19-11-1972 | ||||||||||||||||||
| 6 | Mr | Ashish Singh | ABWPS8484M | 10177465 | Non-Executive - Independent Director | Not Applicable | 23-09-1968 | ||||||||||||||||||
| 7 | Mr | Vengendure Srikumar Srinivasan | AAEPS3093D | 00051233 | Non-Executive - Independent Director | Not Applicable | 27-02-1944 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
| 5 | No | Active | |||||||||||||||||||||||
| 6 | No | Active | |||||||||||||||||||||||
| 7 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||||
| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | 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 [with reference to proviso to regulation 17A(1) & 17A(2)] | 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) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 26-08-2010 | 01-07-2021 | 1 | 0 | 1 | 0 | ||||||||||||||||||||
| 2 | NA | 12-06-1998 | 26-09-2014 | 1 | 0 | 2 | 0 | ||||||||||||||||||||
| 3 | NA | 26-09-2014 | 27-08-2015 | 2 | 0 | 3 | 1 | ||||||||||||||||||||
| 4 | NA | 29-03-2019 | 02-08-2024 | 61 | 1 | 1 | 0 | 1 | |||||||||||||||||||
| 5 | NA | 13-02-2024 | 13-02-2024 | 7.17 | 1 | 1 | 1 | 0 | |||||||||||||||||||
| 6 | NA | 13-02-2024 | 13-02-2024 | 7.17 | 1 | 1 | 2 | 0 | |||||||||||||||||||
| 7 | Yes | 02-08-2019 | 06-02-2006 | 02-08-2019 | 01-08-2024 | 61 | 1 | 1 | 0 | 2 | Tenure Completion | Textual Information(2) | |||||||||||||||
Text Block | |
| Textual Information(1) | In view of Cessation of Office of Mr. Vengendur S. Srinivasan as a chairperson and Indpendent Director of the Company after completion of his second term on 01st August, 2024. The Board of Directors recommended appointment of Mr. Dharmil Anil Bodani (DIN No:- 00618333) as an Non-Executive Director & Chairperson of the Board of Directors of the Company with effect from 02nd August, 2024
Also, due to cessation of office Mr. Vengendur S. Srinivasan as a chairperson of Stakeholder Relationship Committee and Audit Committee. following Directors are appointed as Chairperson:-
1. Mr. Dharmil Anil Bodani appointed as Chairperson of Stakeholder Relationship Committee with effect from 02nd August, 2024.
2. Mr. Pranav Jasani appointed as Chairperson of Audit Committee with effect from 02nd August, 2024.
|
| Textual Information(2) | In view of Cessation of Office of Mr. Vengendur S. Srinivasan as a chairperson and Indpendent Director of the Company after completion of his second term on 01st August, 2024. The Board of Directors recommended appointment of Mr. Dharmil Anil Bodani (DIN No:- 00618333) as an Non-Executive Director & Chairperson of the Board of Directors of the Company with effect from 02nd August, 2024
Also, Mr. Vengendur Srikumar Srinivasan was chairman of the Company, after his completion of tenure dated 01-08-2024, Mr. Dharmil Anil Bodani was appointed as chairperson. Since, we can not select more than one chairperson we have selected as NOT APPLICABLE
|
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | due to cessation of office Mr. Vengendur S. Srinivasan as a chairperson of Stakeholder Relationship Committee and Audit Committee. following Directors are appointed as Chairperson:-
1. Mr. Dharmil Anil Bodani appointed as Chairperson of Stakeholder Relationship Committee with effect from 02nd August, 2024.Mr. Ashish Singh appointed as member of the Stakeholder relationship Committee with effect from 02nd August, 2024.
2. Mr. Pranav Jasani appointed as Chairperson of Audit Committee with effect from 02nd August, 2024.and Mrs. Jaya Viwani appointed as member of the Audit Committee with effect from 02nd August, 2024
3. Mr. Pranav S. Jasani (DIN No:- 01898059) Mrs. Jaya Virwani (Din No:- 1048924) Indpendent Directors are appointed as members with effect from 02nd August, 2024.
|
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 Sinivasan | Non-Executive - Independent Director | Chairperson | 08-08-2019 | 01-08-2024 | Textual Information(1) |
| 2 | 01898059 | Pranav S. Jasani | Non-Executive - Independent Director | Chairperson | 08-08-2019 | ||
| 3 | 00042866 | Venkatesh Raghunath Kamath | Executive Director | Member | 26-08-2010 | ||
| 4 | 10177465 | Ashish Singh | Non-Executive - Independent Director | Member | 01-04-2024 | ||
| 5 | 10484924 | Jaya Virwani | Non-Executive - Independent Director | Member | 02-08-2024 | ||
Sr Text Block | |
| Textual Information(1) | due to cessation of office Mr. Vengendur S. Srinivasan as a chairperson of Stakeholder Relationship Committee and Audit Committee. following Directors are appointed as Chairperson:-
Mr. Pranav Jasani appointed as Chairperson of Audit Committee with effect from 02nd August, 2024.and Mrs. Jaya Viwani appointed as member of the Audit Committee with effect from 02nd August, 2024 |
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 | 10484924 | Jaya Virwani | Non-Executive - Independent Director | Chairperson | 13-05-2024 | ||
| 2 | 00618333 | Dharmil A Bodani | Non-Executive - Non Independent Director | Member | 11-11-2014 | ||
| 3 | 01898059 | Pranav S. Jasani | Non-Executive - Independent Director | Member | 08-08-2019 | ||
| 4 | 10177465 | Ashish Singh | Non-Executive - Independent Director | Member | 13-05-2024 | ||
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 Sinivasan | Non-Executive - Independent Director | Chairperson | 08-08-2019 | 01-08-2024 | Textual Information(1) |
| 2 | 00618333 | Dharmil A Bodani | Non-Executive - Non Independent Director | Chairperson | 08-08-2019 | ||
| 3 | 00042866 | Venkatesh Raghunath Kamath | Executive Director | Member | 02-11-2015 | ||
| 4 | 00073792 | Tania Vijay Singh Deol | Executive Director | Member | 02-11-2015 | ||
| 5 | 10177465 | Ashish Singh | Non-Executive - Independent Director | Member | 02-08-2024 | ||
Sr Text Block | |
| Textual Information(1) | due to cessation of office Mr. Vengendur S. Srinivasan as a chairperson of Stakeholder Relationship Committee and Audit Committee. following Directors are appointed as Chairperson:-
1. Mr. Dharmil Anil Bodani appointed as Chairperson of Stakeholder Relationship Committee with effect from 02nd August, 2024.Mr. Ashish Singh appointed as member of the Stakeholder relationship Committee with effect from 02nd August, 2024.
2. Mr. Pranav Jasani appointed as Chairperson of Audit Committee with effect from 02nd August, 2024.and Mrs. Jaya Viwani appointed as member of the Audit Committee with effect from 02nd August, 2024
3. Mr. Pranav S. Jasani (DIN No:- 01898059) Mrs. Jaya Virwani (Din No:- 1048924) Indpendent Directors are appointed as members with effect from 02nd August, 2024. |
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 | |||||||
| 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 Vijay Singh Deol | Executive Director | Chairperson | 01-04-2019 | ||
| 2 | 00042866 | Venkatesh Raghunath Kamath | Executive Director | Member | 01-04-2019 | ||
| 3 | 01898059 | Pranav S. Jasani | Non-Executive - Independent Director | Member | 02-08-2024 | ||
| 4 | 10484924 | Jaya Virwani | Non-Executive - Independent Director | Member | 02-08-2024 | ||
| 5 | 00051233 | Vengendur Srikumar Sinivasan | Non-Executive - Independent Director | Member | 08-08-2019 | 01-08-2024 | Textual Information(1) |
Sr Text Block | |
| Textual Information(1) | due to cessation of office Mr. Vengendur S. Srinivasan as a Member of the Committee from 01-08-2024. Mr. Pranav S. Jasani and Mrs. Jaya Virwani were appointed as member from 02-08-2024 |
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) | |||||||
| 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) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 13-05-2024 | Yes | 7 | 7 | 4 | |||
| 2 | 29-07-2024 | 76 | Yes | 7 | 7 | 4 | ||
Text Block | |
| Textual Information(1) | Mr. V.S. Srinivasan was Director as on the date of Board Meeting held on 29-07-2024. Therfore, we have added the same |
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) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 13-05-2024 | Yes | 4 | 4 | 3 | 0 | |||
| 2 | Audit Committee | 29-07-2024 | 76 | Yes | 4 | 4 | 3 | 0 | ||
| 3 | Stakeholders Relationship Committee | 13-05-2024 | Yes | 4 | 4 | 1 | 0 | |||
| 4 | Stakeholders Relationship Committee | 29-07-2024 | 76 | Yes | 4 | 4 | 1 | 0 | ||
| 5 | Nomination and remuneration committee | 29-07-2024 | Yes | 4 | 4 | 3 | 0 | |||
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 1000 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 | ZINAL M. SHAH |
| 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 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Submission of Annual Secretarial Compliance Report | 24A(2) | Yes | |
| 7 | Whether �Corporate Governance Report� disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| 6 | ||||
Annexure III | ||
| 1 | Name of signatory | Zinal M. Shah |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Text Block | |
| Textual Information(1) | THE COMPANY HAS NOT GIVEN ANY LOANS (OR OTHER FORM OF DEBT), GUARANTEES, COMFORT LETTERS (BY WHATEVER NAME CALLED) OR SECURITIES IN CONNECTION WITH ANY LOAN(S) (OR OTHER FORM OF DEBT) DIRECTLY OR INDIRECTLY TO PROMOTER(S),PROMOTER GROUP, DIRECTOR(S) (INCLUDING THEIR RELATIVES), KEY MANAGERIAL PERSONNEL (INCLUDING THEIR RELATIVES) OR ANY ENTITY CONTROLLED BY THEM IN THE ECONOMIC INTEREST OF THE COMPANY DURING THE QUARTER ENDED 30TH SEPTEMBER, 2024 |
Details of Cyber security incidence | ||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr. | Date of the event | Brief details of the event |
Signatory Details | |
| Name of signatory | MS. ZINAL M. SHAH |
| Designation of person | Company Secretary and Compliance Officer |
| Place | MUMBAI |
| Date | 18-10-2024 |