V Guard Industries : June 2022 Report

June 13, 2022

CORPORATE GOVERNANCE REPORT FOR THE QUARTER ENDED JUNE 30, 2022

Format to be submitted by listed entity on quarterly basis.

1. Name of Listed Entity -V-Guard Industries Limited
2. Quarter ending - June 30, 2022
3. Composition of Board of Directors:

Titl

Name of

DIN

Category

Initial Date

Date of

Dat

Tenu

No. of

No. of

No. of

No. of

e

the

(Chairperson

of

passing of

e of

re (in

Directo

Indepe

membe

post of

Director

PAN

/Executive/No

Appointme

special

Ces

Mont

rship

ndent

rships

Chairper

n-Executive/

nt

resolution

sati

hs)

in

Directo

in

son in

Date of

Independent/

&

[As per

on

listed

rship

Audit/

Audit

Birth

Nominee)

Date of Re

Reg

entities

in

Stakeh

/Stakeho

appointme

17(1A)

includi

listed

older

lder

nt

ng this

entities

Commit

Committ

listed

includi

tee(s)

ee held

entity

ng this

includi

in listed

listed

ng this

entities

entity

listed

including

entity

this

listed

entity

Naduvathar

Executive

Mr.

Cherian

00061030

Non-

2014

24-07-2019

-

95

1

1

2

2

a Punnoose

AAPPP653

Independent

29-07-2019

1N

Director

30-05-1947

Chairman of

Mr.

Kochousep

00027610

the BOD

2003

-

-

1

0

2

0

Director &

Mithun

Executive

h

ACTPC800

Managing

01-04-2021

Chittilappill

4B

Director

y

02-09-1980

-

-

Mr.

ran

Director &

Ramachand

06576300

Executive

2013

1

0

0

0

Venkatara

AAPPR790

Chief

01-06-2020

man

6P

Operating

Mr.

llil John

27-10-1963

Officer

-

-

00003132

Executive

2014

95

3

2

5

0

Chenayappi

Non-

George

AANPJ6568

Independent

29-07-2019

K

Director

Mr.

Kasargod

22-03-1959

Executive

-

-

Ullas

00506681

Non-

2014

95

2

2

4

1

Kamath

ACNPK991

Independent

29-07-2019

2A

Director

01-01-1963

V-GUARD

P [phone]

Rgd Office: 42/962,

INDUSTRIES LTD.

[phone]

Vennala High School Road,

Vennala P O, Kochi - 682028.

F [phone]

CIN: L31200KL1996PLC010010

E [e-mail]

Ms.	Radha Unni	03242769	Executive	27-09-2018	05.08.2021	-	45	4	4	6	0
Non-
		AAAPU151	Independent
		8P	Director
Mr.		04-12-1948	Executive-		-	-
	B Jayaraj	00027479	Non-	01 04				1	0	1	0
		AAUPJ3706	12-08-2020
		C	Independent	- AGM
		28-08-1956	Director	appointed
			as NED
Mr.	Muthoot	00018955	Executive	05-10-2020	-	-	20	2	1	4	0
George	Non-
	Jacob	ADLPJ1626	Independent
		P	Director
Mr.		16-08-1983	Executive		-	-
	Biju Varkey	01298281	Non-	26 05			13	2	2	1	0
		ADKPV231	Independent	05-08-2021
		9N	Director	- AGM
		22-12-1965
Whether Regular
chairperson	Yes
appointed
Whether the	No
Chairperson is
related to
Managing
Director or CEO
Disclosure of
notes on
Composition

4. Composition of Committees a. Audit Committee

Sr	DIN	Name of the Director	Category	hairmanship	Appointment	Cessation
no.				/Membership	date	date
1	00061030	Cherian Naduvathara	Non-Executive	Chairman	01-11-2012	-
		Punnoose	Independent
2	00003132	Chenayappallil John George	Director	Member	16-08-2007	-
Non-Executive
			Independent
3	00027610	Mithun Kochouseph	Director	Member	01-04-2009	-
Executive Director
		Chittilappillly
4	00506681	Ullas Kasargod Kamath	Non-Executive	Member	04-11-2014	-
			Independent
			Director			-
5	03242769	Radha Unni	Non-Executive	Member	01-06-2019
			Independent
			Director

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]

			Independent
6	00018955	George Muthoot Jacob	Non-Executive	Member	01-08-2021
			Director
			Independent
7	00027479	B Jayaraj	Non-Executive Non -	Member	01-08-2021
			Director
Company Remarks
Whether the Audit Committee has a regular	Yes
Chairperson

1. Nomination & Remuneration Committee

Sr	DIN	Name of the	Category	Chairmanship/	Appointment	Cessation
no.		Director		ership	date	date
1	01298281	Biju Varkkey	Non-Executive	Member	01-04-2022
2	00003132	Chenayappallil	Independent Director	Chairman	16-08-2007	-
Non-Executive
		John George	Independent Director			-
		Naduvathara	Independent Director
3	00061030	Cherian	Non-Executive	Member	01-11-2012
4	03242769	Punnoose	Non-Executive	Member	01-06-2019	-
Radha Unni
5	00506681	Ullas Kasargod	Independent Director	Member	06-11-2019	-
Non-Executive
		Kamath	Independent Director
Company Remarks
Whether the Nomination &	Yes
Remuneration Committee
has a regular Chairperson

1. Stakeholders Relationship Committee

Sr	DIN		Name of the	Category	hairmanship/	Appointment	Cessation
no.			Director		Membership	date	date
1	00061030		Cherian Naduvathra	Non-Executive	Chairman	01-11-2012	-
			Punnoose	Independent
2	00003132		Chenayappallil John	Director	Member	16-08-2007	-
	Non-Executive
			George	Independent
3	00027610		Mithun Kochouseph	Director	Member	01-04-2009	-
	Executive
4	01298281		Chittilappilly	Director	Member	01-06-2022
		Biju Varkkey	Non-Executive -
				Independent
5	00018955		George Muthoot	Director	Member	01-06-2022
		Non-Executive -
			Jacob	Independent
				Director
Company Remark
Whether the Stakeholder Relationship	Yes
Committee has a regular Chairperson

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]

1. Risk Management Committee

Sr	DIN		Name of the Director	Category	hairmanship/	Appointment	Cessation
no.						Membership	date	date
1	00506681		Ullas Kasargod Kamath	Non-Executive	Chairman	06-11-2019	-
					Independent
2	00027610		Mithun Kochouseph	Director	Member	04-11-2014	-
	Executive
			Chittilappilly		Director
3	06576300		Ramachandran		Executive	Member	04-11-2014	-
			Venkataraman		Director
4	No DIN		Sudarshan Kasturi	Chief Financial	Member	01-06-2017
					Officer
Company Remarks
Whether the Risk Management	Yes
Committee has a regular
Chairperson

1. Corporate Social Responsibility Committee

Sr	DIN		Name of the Director	Category	hairmanship/	Appointment	Cessation date
no.					Non-IndependentExecutive	Membership	date
1	00027479		B Jayaraj		Chairman	22-05-2020	-
2	00061030		Cherian Naduvathra	Director	Member	20-03-2014	-
	Non-Executive
			Punnoose		Independent
3	00027610		Mithun Kochouseph	Director	Member	20-03-2014	-
	Executive Director
			Chittilappilly
4	00018955		George Muthoot Jacob	Non-Executive	Member	01-08-2021
					Independent
					Director
Company Remarks
Whether the Corporate Social	Yes
Responsibility Committee has a
regular Chairperson

5. Meeting of the Board of Directors

Sr	Date(s) of meeting (Enter	Maximum gap	Whether	Number of	No. of
	dates of Previous quarter	between any two	requirement of	Directors	Independent
	and Current quarter in	consecutives (in	Quorum met	present	Directors
	chronological order)	number of days)	(Yes/No)	(Including	attending the
				Independent	meeting
				Directors)
1	02-02-2022		Yes	7	4
2	25-03-2022	50	Yes	8	5
3	19-05-2022	54	Yes	7	5

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]

6. Meeting of Committees

	Sr		Name of Committee	Date(s) of	Maximum	Whether	Number of	No. of
				meeting (Enter	gap between	requirement of	Directors	Independent
				dates of	any two	Quorum met	present	Directors
				Previous	consecutive	(Yes/No)	(Including	attending the
				quarter and	(in number		Independent	meeting
				Current quarter	of days)		Directors)
				in
				chronological
				order)
1		Audit Committee	02-02-2022		Yes	6		4
2		Audit Committee	19-05-2022	105	Yes	5		4
3		Nomination And	02-02-2022		Yes	5		5
			Remuneration
			Committee
4		Nomination And	18-05-2022		Yes	5		5
			Remuneration
			Committee
5		Corporate Social	01-02-2022		Yes	3		1
			Responsibility
			Committee
6		Corporate Social	16-05-2022		Yes	3		2
			Responsibility
			Committee
7		Stakeholders	25-03-2022		Yes	3		2
			Relationship
			Committee
8		Risk Management	28-02-2022		Yes	3		1
			Committee
9		Risk Management	29-03-2022		Yes	2		1
			Committee
7.	Related Party Transactions
	Subject					Compliance status
								(Yes/No/NA)
	Whether prior approval of Audit Committee obtained				Yes
	Whether shareholder approval obtained for material RPT				NA
	Audit Committee
	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by		NA
	material related party transactions
	Disclosure of notes on related party transactions and disclosure and disclosure of notes of		-

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]