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 | | 05-08-2013 | 30-05-2020 | | | 1 | 0 | 0 | 0 | | | |
2 | NA | | 14-08-2021 | 07-01-2022 | | | 1 | 0 | 2 | 0 | | | |
3 | NA | | 14-08-2021 | 07-01-2022 | | 60 | 2 | 2 | 4 | 3 | | | |
4 | NA | | 14-08-2023 | 23-09-2023 | | 60 | 2 | 2 | 4 | 1 | | | |
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) | 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 | 10-11-2023 | | | | Yes | 4 | 2 | 2 |
2 | 01-12-2023 | | 20 | | Yes | 4 | 3 | 2 |
3 | | 14-02-2024 | 74 | | Yes | 4 | 3 | 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) | 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 | 01-12-2023 | | | | Yes | 3 | 3 | 2 | 1 |
2 | Audit Committee | 14-02-2024 | 74 | | | Yes | 3 | 3 | 2 | 1 |
3 | Corporate Social Responsibility Committee | 14-02-2024 | | | | Yes | 3 | 2 | 1 | 1 |
4 | Stakeholders Relationship Committee | 16-10-2023 | | | | Yes | 3 | 2 | 2 | 1 |
5 | Stakeholders Relationship Committee | 15-01-2024 | 90 | | | Yes | 3 | 2 | 2 | 1 |
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 II |
Annexure II 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 |
Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
1 | Details of business | Yes | | https://www.novaironsteel.com/index.htm |
2 | Terms and conditions of appointment of independent directors | Yes | | https://www.novaironsteel.com/index.htm |
3 | Composition of various committees of board of directors | Yes | | https://www.novaironsteel.com/index.htm |
4 | Code of conduct of board of directors and senior management personnel | Yes | | https://www.novaironsteel.com/index.htm |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | https://www.novaironsteel.com/index.htm |
6 | Criteria of making payments to non-executive directors | Yes | | https://www.novaironsteel.com/index.htm |
7 | Policy on dealing with related party transactions | Yes | | https://www.novaironsteel.com/index.htm |
8 | Policy for determining ‘material’ subsidiaries | NA | | |
9 | Details of familiarization programmes imparted to independent directors | Yes | | https://www.novaironsteel.com/index.htm |
10 | Email address for grievance redressal and other relevant details | Yes | | https://www.novaironsteel.com/index.htm |
11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | https://www.novaironsteel.com/index.htm |
12 | Financial results | Yes | | https://www.novaironsteel.com/index.htm |
13 | Shareholding pattern | Yes | | https://www.novaironsteel.com/index.htm |
14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
Annexure II |
Annexure II 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 |
Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | NA | | |
15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | NA | | |
16 | New name and the old name of the listed entity | NA | | |
17 | Advertisements as per regulation 47 (1) | Yes | | https://www.novaironsteel.com/index.htm |
18 | Credit rating or revision in credit rating obtained | NA | | |
19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | NA | | |
20 | Secretarial Compliance Report | Yes | | https://www.novaironsteel.com/index.htm |
21 | Materiality Policy as per Regulation 30 (4) | Yes | | https://www.novaironsteel.com/index.htm |
22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | | https://www.novaironsteel.com/index.htm |
23 | Disclosures under regulation 30(8) | Yes | | https://www.novaironsteel.com/index.htm |
24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | | |
25 | Dividend Distribution policy as per Regulation 43A(1) | NA | | |
26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | | https://www.novaironsteel.com/index.htm |
27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | | https://www.novaironsteel.com/index.htm |
28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | | https://www.novaironsteel.com/index.htm |
Annexure II |
II. Annual Affirmations |
Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
11 | Risk Assessment & Management | 17(9) | Yes | |
12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
13 | Recommendation of Board | 17(11) | Yes | |
14 | Maximum number of Directorships | 17A | Yes | |
15 | Composition of Audit Committee | 18(1) | Yes | |
16 | Meeting of Audit Committee | 18(2) | Yes | |
17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
Annexure II |
II. Annual Affirmations |
Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
26 | Meeting of Risk Management Committee | 21(3A) | NA | |
27 | Quorum of Risk Management Committee meeting | 21(3B) | NA | |
28 | Gap between the meetings of the Risk Management Committee | 21(3C) | NA | |
29 | Vigil Mechanism | 22 | Yes | |
30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
Annexure II |
II. Annual Affirmations |
Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
32 | Approval for material related party transactions | 23(4) | NA | |
33 | Disclosure of related party transactions on consolidated basis | 23(9) | NA | |
34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
36 | Alternate Director to Independent Director | 25(1) | Yes | |
37 | Maximum Tenure | 25(2) | Yes | |
38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
39 | Meeting of independent directors | 25(3) & (4) | Yes | |
40 | Familiarization of independent directors | 25(7) | Yes | |
Annexure II |
II. Annual Affirmations |
Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
42 | Directors and Officers insurance | 25(10) | NA | |
43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | Yes | |
44 | Memberships in Committees | 26(1) | Yes | |
45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | NA | |
47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | Yes | |
49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | Yes | |
| Any other information to be provided - Add Notes | |