V Guard Industries : September 2022 Report

October 18, 2022

CORPORATE GOVERNANCE REPORT FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2022

Format to be submitted by listed entity on quarterly basis.

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

Titl	Name of the	DIN	Category	Initial	Date of	Date of	Tenu	No. of	No. of	No. of	No. of
e	Director		(Chairperson	Date of	passing	Cessati	re (in	Directo	Indepe	membe	post of
		PAN	/Executive/No	Appoint	of	on	Mont	rship	ndent	rships	Chairper
			n-Executive/	ment	special		hs)	in	Directo	in	son in
		Date of	Independent/	&	resolutio			listed	rship	Audit/	Audit
		Birth	Nominee)	Date of	n			entities	in	Stakeh	/Stakeho
				Re	[As per			includi	listed	older	lder
				appoint	Reg			ng this	entities	Commit	Committ
				ment	17(1A)			listed	includi	tee(s)	ee held
								entity	ng this	includi	in listed
									listed	ng this	entities
									entity	listed	including
										entity	this
											listed
											entity
Mr.	Cherian	00061030	Non-	29-07-	24-07-	-	98	1	1	2	2
	Naduvathara	AAPPP653	Executive	2014	2019
	Punnoose	Independent	29-07-
		1N	Director
		30-05-1947	Chairman of	2019
Mr.	Mithun	00027610	the BOD	01-04-	-	-		1	0	2	0
	Executive
	Kochouseph	ACTPC800	Director &	2003
	Chittilappilly	Managing	01-04-
		4B	Director
Mr.	Ramachandr	02-09-1980	Executive	2021	-	-		1	0	0	0
	06576300	-06-
	an	AAPPR790	Director &	2013
	Venkatarama	Chief	01-06-
	n	6P	Operating
Mr.	Chenayappilli	27-10-1963	Officer	2020	-	-	98	3	2	5	0
	00003132	Non-	29-07-
	l John George	AANPJ6568	Executive	2014
		Independent	29-07-
		K	Director
Mr.	Ullas	22-03-1959	Non-	2019	-	-	98	2	2	6	1
	00506681	29-07-
	Kasargod		Executive	2014
	Kamath		Independent

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]

		2A	Director	2019
		ACNPK991	29-07-
Ms.		01-01-1963	Executive	2018	1	-
	Radha Unni	03242769	Non-	27-09-	05.08.202		48	4	4	6	0
		AAAPU151	Independent
		8P	Director
Mr.	B Jayaraj	04-12-1948	Executive-	202001-04-	-	282022-07-		1	0	1	0
	00027479
		AAUPJ3706	Non-	12-08-
		C	Independent
		28-08-1956	Director	2020 -
			AGM
				appointe
				d as NED
	Muthoot		Executive	2020
Mr.	George	00018955	Non-	05-10-	-	-	23	2	1	4	0
	Jacob	ADLPJ1626	Independent
		P	Director
Mr.		16-08-1983	Executive	2021	-	-
	Biju Varkey	01298281	Non-	26-05-			16	2	2	1	0
		ADKPV231	Independent	05-08-
		9N	Director
				2021 -
		22-12-1965		AGM
Whether Regular
chairperson	Yes
appointed
Whether the	No
Chairperson is
related to	28.07.2022Mr. B Jayarajandretiredhe wasfromholdingthe Boardmembershipof Directorin thew. .f
Promoter
on Composition
Disclosure of notes	Audit Committee and Chairmanship in CSR committee
		till the date of resignation.

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]

4.	Composition of Committees
a.	Audit Committee
Sr	DIN	Name of the Director	Category	hairmanship	Appointment	Cessation
1		00061030	Cherian Naduvathara	Non-Executive	Chairman	01-11-2012	-
no.					/Membership	date	date
			Punnoose	Independent
					Director			-
					Independent
2		00003132	Chenayappallil John George	Non-Executive	Member	16-08-2007
					Director			-
			Chittilappillly
3		00027610	Mithun Kochouseph	Executive Director	Member	01-04-2009
4		00506681	Ullas Kasargod Kamath	Independent	Member	04-11-2014	-
	Non-Executive
					Director			-
					Independent
5		03242769	Radha Unni	Non-Executive	Member	01-06-2019
					Director
6		00018955	George Muthoot Jacob	Independent	Member	01-08-2021
	Non-Executive
					Director
					Independent			2022
7		00027479	B Jayaraj	Non-Executive Non -	Member	01-08-2021	28-07-
			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			-
3	00061030	Naduvathara	Independent Director	Member	01-11-2012
Cherian	Non-Executive
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

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. 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

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
1	00027479	B Jayaraj		Non-IndependentExecutive	Chairman	22-05-2020	28-07-2022
no.					Membership	date
				Director			-
		Punnoose		Independent
2	00061030	Cherian Naduvathra	Non-Executive	Member	20-03-2014
3	00027610	Mithun Kochouseph	Director	Member	20-03-2014	-
Executive Director
		Chittilappilly
4	00018955	George Muthoot Jacob	Independent	Member	01-08-2021
Non-Executive
				Director
V-GUARD INDUSTRIES LTD.
Rgd Office: 42/962,		P [phone]
Vennala High School Road,	[phone]
Vennala P O, Kochi - 682028.	F [phone]
CIN: L31200KL1996PLC010010	E [e-mail]

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	Maximum gap	Whether	Total	Number of	No. of
	(Enter dates of	between any	requirement of	number	Directors	Independent
	Previous quarter and	two	Quorum met	of	present	Directors
	Current quarter in	consecutives	(Yes/No)	directors	(Including	attending the
	chronological order)	(in number of		as on the	Independent	meeting
		days)		date of	Directors)
				Meeting
1	19-05-2022		Yes	9	7	5
2	27-07-2022	68	Yes	9	8	5

6. Meeting of Committees

Sr	Name of	Date(s) of	Maximum	Whether	Total	Number of	No. of	No. of
	Committee	meeting	gap	requirement	number	Directors	Independent	members
		(Enter dates	between	of Quorum	of	present	Directors	attending
		of Previous	any two	met (Yes/No)	directors	(Including	attending	the
		quarter and	consecutive		as on the	Independent	the meeting	meeting
		Current	(in number		date of	Directors)		(other
		quarter in	of days)		meeting			than Board
		chronological						of
		order)						Directors)
1	Audit Committee	19-05-2022		Yes	7	5	4	0
2	Audit Committee	27-07-2022	68	Yes	7	7	5	0
3	Nomination And	18-05-2022		Yes	5	5	5	0
	Remuneration
	Committee
4	Nomination and	26-07-2022	68	Yes	5	5	5	0
	Remuneration
	Committee
5	Corporate Social	16-05-2022		Yes	4	4	2	0
	Responsibility
	Committee
6	Corporate Social	26-07-2022	70	Yes	4	4	2	0
	Responsibility
	Committee
7	Risk Management	18-07-2022		Yes	3	3	1	1
	Committee

VRgd-GUARDOffice:INDUSTRIES42/962, LTD.

Vennala High School Road,

Vennala P O, Kochi - 682028.

CIN: L31200KL1996PLC010010

P [phone] [phone] F [phone]

E [e-mail]