Corporate Governance
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2023 | ||
Annexure 1
l. Composition of Board of Directors
| Disclosure of notes on composition of board of directors explanatory = NA | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson = Yes | |||||||||||||||||||||
| Whether Chairperson related to MD or CEO = No | |||||||||||||||||||||
| Sr | Title(Mr/Ms) | Name of the Director | DIN | Category | Disqualification of Directors under section 164 of the Companies Act, 2013 | 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 (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 | ||||
| Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | |||||||||||||||||
| 1 | Mr | AJIT ABRAHAM ISAAC | 00087168 | Non-Executive - Non Independent Director,Chairperson | No | - | - | - | Active | NA | - | 06-04-2009 | 24-01-2018 | - | - | 2 | 0 | 2 | 1 | ||
| 2 | Mr | Guruprasad Srinivasan | 07596207 | Executive Director,CEO | No | - | - | - | Active | NA | - | 10-02-2022 | - | - | - | 2 | 0 | 1 | 0 | ||
| 3 | Mr | Chandran Ratnaswami | 00109215 | Non-Executive - Non Independent Director | No | - | - | - | Active | NA | - | 18-01-2016 | - | - | - | 4 | 0 | 3 | 0 | ||
| 4 | Mr | Gopalakrishnan Soundarajan | 05242795 | Non-Executive - Non Independent Director | No | - | - | - | Active | NA | - | 01-04-2020 | - | - | - | 2 | 0 | 1 | 0 | ||
| 5 | Ms | Revathy Ashok | 00057539 | Non-Executive - Independent Director | No | - | - | - | Active | NA | - | 24-07-2015 | 29-09-2020 | - | 92.00 | 6 | 6 | 10 | 4 | ||
| 6 | Mr | Sanjay Anandaram | 00579785 | Non-Executive - Independent Director | No | - | - | - | Active | NA | - | 22-12-2015 | 29-09-2020 | - | 87.00 | 2 | 2 | 5 | 2 | ||
| 7 | Mr | Gaurav Mathur | 00016492 | Non-Executive - Independent Director | No | - | - | - | - | NA | - | 31-08-2020 | 31-08-2020 | - | 31.00 | 1 | 1 | 1 | 0 | ||
| 8 | Mr | Kalpathi Ratna Girish | 07178890 | Non-Executive - Independent Director | No | - | - | - | - | NA | - | 31-08-2020 | 31-08-2020 | - | 31.00 | 1 | 1 | 1 | 1 | ||
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2023 | ||
Annexure 1
ll. Composition of Committees
| Disclosure of notes on composition of committees explanatory | - | |||||||
| Audit Committee Details | ||||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | ||
| 1 | 07178890 | Kalpathi Ratna Girish | Non-Executive - Independent Director | Chairperson | 31-08-2020 | - | - | |
| 2 | 00109215 | Chandran Ratnaswami | Non-Executive - Non Independent Director | Member | 18-01-2016 | - | - | |
| 3 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Member | 24-07-2015 | - | - | |
| 4 | 00579785 | Sanjay Anandaram | Non-Executive - Independent Director | Member | 16-05-2017 | - | - | |
| 5 | 05242795 | Gopalakrishnan Soundarajan | Non-Executive - Non Independent Director | Member | 31-08-2020 | - | - | |
| 6 | 00016492 | Gaurav Mathur | Non-Executive - Independent Director | Member | 31-08-2020 | - | - | |
| Nomination and remuneration committee | ||||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | ||
| 7 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Chairperson | 27-08-2020 | - | - | |
| 8 | 00109215 | Chandran Ratnaswami | Non-Executive - Non Independent Director | Member | 18-01-2016 | - | - | |
| 9 | 00579785 | Sanjay Anandaram | Non-Executive - Independent Director | Member | 27-08-2020 | - | - | |
| Stakeholders Relationship Committee | ||||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | ||
| 10 | 00579785 | Sanjay Anandaram | Non-Executive - Independent Director | Chairperson | 29-01-2020 | - | - | |
| 11 | 00087168 | Ajit Abraham Isaac | Non-Executive - Non Independent Director | Member | 22-12-2015 | - | - | |
| 12 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Member | 22-12-2015 | - | - | |
| Risk Management Committee | ||||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | ||
| 13 | 00087168 | Ajit Abraham Isaac | Non-Executive - Non Independent Director | Chairperson | 17-04-2019 | - | - | |
| 14 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Member | 29-01-2020 | - | - | |
| 15 | 00579785 | Sanjay Anandaram | Non-Executive - Independent Director | Member | 29-01-2020 | - | - | |
| 16 | 07596207 | Guruprasad Srinivasan | Executive Director | Member | 10-02-2022 | - | - | |
| 17 | 07332234 | Narayanaswamy Ravi Vishwanath | Group Chief Financial Officer | Member | 03-06-2021 | 10-01-2023 | Narayanaswamy Ravi Vishwanath is a Group Chief Financial Officer of the Company and a member of Risk Management Commitee. | |
| 18 | 09808793 | Kamal Pal Hoda | Group Chief Financial Officer | Member | 03-02-2023 | - | Kamal Pal Hoda is a Group Chief Financial Officer of the Company and a member of Risk Management Commitee. | |
| Corporate Social Responsibility Committee | ||||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | ||
| 19 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Chairperson | 24-07-2015 | - | - | |
| 20 | 00087168 | Ajit Abraham Isaac | Non-Executive - Non Independent Director | Member | 28-04-2014 | - | - | |
| 21 | 00016492 | Gaurav Mathur | Non-Executive - Independent Director | Member | 31-08-2020 | - | - | |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2023 | ||
Annexure 1
lll. Meeting Of Board Of Directors
| Disclosure of notes on meeting of board of directors explanatory | - | ||||||
| Sr | 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) | 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 | 09-11-2022 | - | - | Yes | 8.00 | 8 | 4 |
| 2 | 23-12-2022 | 43 | - | Yes | 8.00 | 7 | 3 |
| 3 | 03-02-2023 | 41 | - | Yes | 8.00 | 8 | 4 |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2023 | ||
Annexure 1
lV. Meeting Of Committees
| Disclosure of notes on meeting of committees explanatory | - | |||||||||
| Sr | Name of Committee | EnterDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order | Maximum gap between any two consecutive meetings (in number of days) | Name of other committee | Reason for not providing date | Whether requirement of Quorum met (details) | 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 | 09 Nov 2022 | - | - | - | Yes | 6 | 6 | 4 | 0 |
| 2 | Audit Committee | 23 Dec 2022 | 43 | - | - | Yes | 6 | 5 | 3 | 0 |
| 3 | Audit Committee | 03 Feb 2023 | 41 | - | - | Yes | 6 | 6 | 4 | 0 |
| 4 | Nomination and remuneration committee | 23 Dec 2022 | - | - | - | Yes | 3 | 3 | 2 | 0 |
| 5 | Nomination and remuneration committee | 03 Feb 2023 | 41 | - | - | Yes | 3 | 3 | 2 | 0 |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2023 | ||
Annexure 1
V. Related Party Transactions
| Sr | Subject | Compliance status (Yes/No/NA) | If status is "No" details of non-compliance |
| 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 | - |
| Disclosure of notes on related party transactions | - | ||
| Disclosure of notes of material transaction with related party | - | ||
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2023 | ||
Annexure 1
Vl. 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 audit committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 a. Audit committee |
Yes |
| 3 |
The composition of the nomination and remuneration committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 b. Nomination and remuneration committee |
Yes |
| 4 |
The composition of the stakeholders relationship committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 c. Stakeholders relationship committee |
Yes |
| 5 |
The composition of the risk management committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 d. Risk management committee (applicable to the top 1000 listed entities) |
Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in of 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 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 |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | - |
| Annexure I | ||
| Sr | Subject | Compliance status |
| 1. | Name of signatory | Kundan Kumar Lal |
| 2. | Designation | Company Secretary and Compliance Officer |