General information about company | |
| Scrip code | 532284 |
| NSE Symbol | NOT LISTED |
| MSEI Symbol | NOT LISTED |
| 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 | Quarterly |
| Date of Report | 30-06-2024 |
| 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 | Mr | Vengendur Srikumar Srinivasan | AAEPS3093D | 00051233 | Non-Executive - Independent Director | Chairperson | 27-02-1944 | ||||||||||||||||||
| 2 | Mrs | Tania Vijay Singh Deol | AAAPA8072C | 00073792 | Executive Director | Not Applicable | CEO-MD | 24-01-1976 | |||||||||||||||||
| 3 | Mr | Venkatesh Raghunath Kamath | AAEPK5652J | 00042866 | Executive Director | Not Applicable | 12-01-1963 | ||||||||||||||||||
| 4 | Mr | Dharmil A.Bodani | AACPB3387K | 00618333 | Non-Executive - Non Independent Director | Not Applicable | 27-04-1970 | ||||||||||||||||||
| 5 | Mr | Pranav S Jasani | AACPJ8607N | 01898059 | Non-Executive - Independent Director | Not Applicable | 27-05-1969 | ||||||||||||||||||
| 6 | Mr | Jaya Virwani | ABSPV4736B | 10484924 | Non-Executive - Independent Director | Not Applicable | 19-11-1972 | ||||||||||||||||||
| 7 | Mr | Ashish Singh | ABWPS8484M | 10177465 | Non-Executive - Independent Director | Not Applicable | 23-09-1968 | ||||||||||||||||||
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 | Yes | 02-08-2019 | 06-02-2006 | 02-08-2019 | 60 | 1 | 1 | 0 | 2 | Tenure Completion | |||||||||||||||||
| 2 | NA | 26-08-2010 | 01-07-2021 | 1 | 0 | 1 | 0 | ||||||||||||||||||||
| 3 | NA | 12-06-1998 | 26-09-2014 | 1 | 0 | 2 | 0 | ||||||||||||||||||||
| 4 | NA | 26-09-2014 | 27-08-2015 | 2 | 0 | 3 | 0 | ||||||||||||||||||||
| 5 | NA | 29-03-2019 | 02-08-2019 | 58 | 1 | 1 | 1 | 0 | |||||||||||||||||||
| 6 | NA | 13-02-2024 | 13-02-2024 | 4.17 | 1 | 1 | 0 | 0 | |||||||||||||||||||
| 7 | NA | 13-02-2024 | 13-02-2024 | 4.17 | 1 | 1 | 1 | 0 | |||||||||||||||||||
Text Block | |
| Textual Information(1) | In view of the cessation of office of Mr. Atul Desai as a Chairperson & Independent Director of the Company after completion of his second term on 31st March, 2024, The Board of Directors recommended appointment of Mr. Vengendur Srikumar Srinivasan (DIN: 00051233) as an Independent Director & Chairperson of the Board of Directors of the Company with effect from April 1, 2024, Regularized Appointment of Ms. Jaya Virwani (DIN 10484924) as a Director (Non- Executive- Independent Director) with effect from 13th February, 2024 for a period of 5 (five) years, approved by the members of the Company, by way of special resolution through Postal Ballot passsed on 05th May, 2024 Regularized Appointment of Mr. Ashish Singh (DIN 10177465) as a Director (Non- Executive- Independent Director) with effect from 13th February, 2024 for a period of 5 (five) years, approved by the members of the Company, by way of special resolution through Postal Ballot passsed on 05th May, 2024 Confirmed Re-appointment of Mr. Pranav S. Jasani (DIN 01898059) as an Independent Director for a second term of 5 years. The term of his appointment as an independent director will be for a period of 5 (five) years with effect from 2nd August, 2024, approved by the members of the Company, by way of special resolution through Postal Ballot passsed on 05th May, 2024 Mr. Venkatesh Kamath (DIN00042866) was appointed as an Excutive Director & CFO of the Company with effect from 26th September, 2014 Since Mr. Vengendur Srikumar Srinivasan was appointed as Chairman and Independent Director of the Company, He can not continue as a chairperson of Nomination and Remuneration Committee. Therefore Board Unanimously appointrd Ms. Jaya Virwani as Chairperson of Nomination and Remuneration Committee with effect from 13th May, 2024, |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | 1.Audit Committee: The Company has appointed Mr. Ashish Singh, Non-Executive- Indpendent Director as a Member of the Audit Committee of the Company with effect from 1st April, 2024 2.Nomination & Remuneration committee: Since Mr. Vengedure Srikumar Srinivasan was appointed as a Chaiperson of the Company , there was change in composition of the Nomination & Remuneration committee with effect from 13th May, 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 Srinivasan | Non-Executive - Independent Director | Chairperson | 08-08-2019 | ||
| 2 | 01898059 | Pranav S Jasani | Non-Executive - Independent Director | Member | 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 | ||
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 | Textual Information(1) | |
| 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 | ||
| 5 | 00051233 | Vengendur Srikumar Srinivasan | Non-Executive - Independent Director | Chairperson | 08-08-2019 | 13-05-2024 | Textual Information(2) |
Sr Text Block | |||||||||||||||||||||
| Textual Information(1) | pursuant to the provisions of section 178 of the Companies Act, 2013 the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.
Keeping in mind the abovesaid provisions and since Mr. Vengendur Srikumar Srinivasan was appointed as a Chairperson of the Company w.e.f. 1st April, 2024, he cannot continue as a Chairperson of the Nomination & Remuneration Committee. Therefore, after reviewing the qualifications and rich experience in human resource management, the Board unanimously decided to appoint Ms. Jaya Virwani as Chairperson of the Nomination & Remuneration Committee. with effect from May 13th, 2024 the composition of the Nomination & Remuneration committee will be as stated below:
| ||||||||||||||||||||
| Textual Information(2) | Mr. Vengendur Srikumar
Srinivasan was appointed as a Chairperson of the Company w.e.f. 1st
April, 2024, he cannot continue as a Chairperson of the Nomination &
Remuneration Committee. Therefore, the Board unanimously decided to appoint Ms. Jaya
Virwani as Chairperson of the Nomination & Remuneration Committee. with
effect from May 13th, 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 | Venegendur Srikumar Srinivasan | Non-Executive - Independent Director | Chairperson | 08-08-2019 | ||
| 2 | 00042866 | Venkatesh Raghunath Kamath | Executive Director | Member | 02-11-2015 | ||
| 3 | 00618333 | Dharmil A.Bodani | Non-Executive - Non Independent Director | Member | 08-08-2019 | ||
| 4 | 00073792 | Tania Vijay Singh Deol | Executive Director | Member | 02-11-2015 | ||
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 Vijay Singh Deol | Executive Director | Chairperson | 01-04-2019 | ||
| 2 | 00051233 | Vengendur Srikumar Srinivasan | Non-Executive - Independent Director | Member | 08-08-2019 | ||
| 3 | 00042866 | Venkatesh Raghunath Kamath | Executive Director | Member | 01-04-2019 | ||
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 | 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 | 28-03-2024 | Yes | 8 | 6 | 4 | |||
| 2 | 13-05-2024 | 45 | Yes | 7 | 7 | 4 | ||
Text Block | |
| Textual Information(1) | There was an inadvertent typo error in stating the total no of Directors present and the Indpendent Diretors present in the Meeting convened on 28th March, 2024, the Company has stated the correct figures in this report |
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 | 13-02-2024 | Yes | 4 | 4 | 3 | 0 | |||
| 2 | Audit Committee | 13-05-2024 | 89 | Yes | 4 | 4 | 3 | 0 | ||
| 3 | Stakeholders Relationship Committee | 13-02-2024 | Yes | 4 | 4 | 1 | 0 | |||
| 4 | Stakeholders Relationship Committee | 13-05-2024 | 89 | Yes | 4 | 4 | 1 | 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 | Miss Kinjal Sheth |
| 2 | Designation | Company Secretary and Compliance Officer |
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 | Miss. Kinjal Sheth |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Mumbai |
| Date | 10-07-2024 |