Format to be submitted by listed entity on quarterly basis
1. Name of Listed Entity - Firstsource Solutions Limited
2. Quarter ending - 31-Mar-2021
i.
Composition Of Board Of
Director
Name of the Director |
DIN |
Category (Chairperson /Executive/Non- Executive/ Independent/ Nominee) |
Sub Category |
Initial Date of
Appointment |
Date of Appointment |
Date of cessation |
Tenure |
Date of Birth |
Whether special resolution passed? |
Date of passing special resolution |
No. of Directorship in listed entities including this listed entity |
No of Independent Directorship in listed entities including this listed entity |
No of memberships in Audit/ Stakeholder Committee(s) including this listed entity |
No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed
entity |
Membership in
Committees of the Company |
Sanjiv Goenka |
00074796 |
C,NED |
|
03-Dec-2012 |
06-Aug-2013 |
|
100 |
29-Jan-1961 |
NA |
|
6 |
0 |
6 |
4 |
|
Vipul Khanna |
00889710 |
ED |
CEO-MD |
02-Aug-2019 |
11-Jan-2020 |
|
20 |
30-Nov-1969 |
NA |
|
1 |
0 |
1 |
0 |
SC,RC |
Pradip Roy |
00026457 |
ID |
|
03-Dec-2012 |
06-Aug-2018 |
|
84 |
12-Aug-1948 |
NA |
|
3 |
3 |
6 |
0 |
AC,SC,NRC |
Subrata Talukdar |
01794978 |
NED |
|
05-Dec-2012 |
06-Aug-2018 |
|
100 |
28-Jul-1958 |
NA |
|
1 |
0 |
3 |
1 |
AC,SC,NRC |
Shashwat Goenka |
03486121 |
NED |
|
05-Dec-2012 |
06-Aug-2018 |
|
100 |
12-Apr-1990 |
NA |
|
5 |
0 |
3 |
0 |
RMC |
Pradip Kumar Khaitan |
00004821 |
NED |
|
14-Nov-2014 |
03-Aug-2015 |
|
76 |
25-Mar-1941 |
Yes |
21-Jul-2020 |
7 |
5 |
6 |
2 |
|
Grace Koshie |
06765216 |
ID |
|
09-Feb-2015 |
21-Jul-2020 |
|
73 |
14-Dec-1952 |
NA |
|
3 |
2 |
2 |
1 |
AC,RC |
Sunil Mitra |
00113473 |
ID |
|
01-Apr-2019 |
02-Aug-2019 |
|
24 |
24-Jun-1951 |
NA |
|
4 |
4 |
7 |
2 |
AC |
Pratip Chaudhuri |
00915201 |
ID |
|
01-Apr-2019 |
02-Aug-2019 |
|
24 |
12-Sep-1953 |
NA |
|
6 |
5 |
9 |
2 |
NRC |
Charles Richard Vernon Stagg |
07176980 |
ID |
|
06-May-2019 |
02-Aug-2019 |
|
23 |
27-Sep-1955 |
NA |
|
2 |
2 |
0 |
0 |
|
Company Remarks |
|
Whether Permanent chairperson appointed |
Yes |
Whether Chairperson is related to MD or CEO |
No |
ii.
Composition of Committees
a. Audit Committee
Sr. No. |
Name of the Director |
Category |
Chairperson/Membership |
Appointment Date |
Cessation Date |
1 |
Pradip Roy |
ID |
Member |
01-Apr-2019 |
|
2 |
Sunil Mitra |
ID |
Member |
01-Apr-2019 |
|
3 |
Subrata Talukdar |
NED |
Member |
05-Dec-2012 |
|
4 |
Grace Koshie |
ID |
Chairperson |
01-Apr-2019 |
|
Company Remarks |
|
Whether Permanent chairperson appointed |
Yes |
b. Stakeholders Relationship Committee
Sr. No. |
Name of the Director |
Category |
Chairperson/Membership |
Appointment Date |
Cessation Date |
1 |
Subrata Talukdar |
NED |
Chairperson |
05-Dec-2012 |
|
2 |
Pradip Roy |
ID |
Member |
01-Apr-2019 |
|
3 |
Vipul Khanna |
ED |
Member |
02-Aug-2019 |
|
Company Remarks |
|
Whether Permanent chairperson appointed |
Yes |
c. Risk Management Committee
Sr. No. |
Name of the Director |
Category |
Chairperson/Membership |
Appointment Date |
Cessation Date |
1 |
Shashwat Goenka |
NED |
Chairperson |
04-Feb-2019 |
|
2 |
Vipul Khanna |
ED |
Member |
02-Aug-2019 |
|
3 |
Grace Koshie |
ID |
Member |
04-Feb-2019 |
|
Company Remarks |
Members of Risk Management Committee are as follows: 1. Mr. Shashwat Goenka, Chairman 2. Ms. Grace Koshie 3. Mr. Vipul Khanna, MD & CEO 4. Mr. Dinesh Jain, President & CFO 5. Mr. Arun Tyagi, EVP - Operational Excellence COE, Finance |
Whether Permanent chairperson appointed |
Yes |
d. Nomination and Remuneration Committee
Sr. No. |
Name of the Director |
Category |
Chairperson/Membership |
Appointment Date |
Cessation Date |
1 |
Pradip Roy |
ID |
Chairperson |
01-Apr-2019 |
|
2 |
Subrata Talukdar |
NED |
Member |
05-Dec-2012 |
|
3 |
Pratip Chaudhuri |
ID |
Member |
01-Apr-2019 |
|
Company Remarks |
|
Whether Permanent chairperson appointed |
Yes |
iii. Meeting of Board of Directors
Date(s) of Meeting (if any)
in the previous quarter |
Date(s) of Meeting (if
any) in the relevant quarter |
Whether requirement of
Quorum met |
Number of Directors
present |
Number of Independent
Directors present |
28-Oct-2020 |
09-Feb-2021 |
Yes |
9 |
4 |
Company Remarks |
|
Maximum gap between any two consecutive (in number of days) |
103 |
iv. Meeting of Committees
Name of the Committee |
Date(s) of meeting
during of the committee in the previous quarter |
Date(s) of meeting of
the committee in the relevant quarter |
Whether requirement of
Quorum met (Yes/No) |
Number of Directors
present |
Number of independent
directors present |
Audit Committee |
28-Oct-2020 |
|
Yes |
4 |
3 |
Audit Committee |
|
09-Feb-2021 |
Yes |
4 |
3 |
Nomination & Remuneration Committee |
28-Oct-2020 |
|
Yes |
3 |
2 |
Nomination & Remuneration Committee |
|
09-Feb-2021 |
Yes |
3 |
2 |
Company Remarks |
|
Maximum gap between any two consecutive (in number of days) [Only for Audit Committee] |
103 |
v. Related Party Transactions
Subject |
Compliance status (Yes/No/NA) |
Remark |
Whether prior approval of audit committee obtained |
Yes |
|
Whether shareholder approval obtained for material RPT |
Not Applicable |
|
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee |
Yes |
|
Disclosure of notes on related party transactions and
Disclosure of notes of material related party transactions |
|
VI. Affirmations
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
b.
Nomination
& remuneration committee - Yes
c.
Stakeholders relationship committee - Yes
d. Risk management committee (applicable to the top 100 listed
entities) - Yes
3.
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
4.
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
5.
a. This report and/or the report submitted
in the previous quarter has been placed before Board of Directors. - Yes
b.
Any comments/observations/advice of Board of Directors may be mentioned here:
Format 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 |
||||||
Item |
Compliance status (Yes/No/NA) |
Company Remark |
Website |
|||
As per
regulation 46(2) of the LODR: |
|
|
|
|||
Details of business |
Yes |
|
www.firstsource.com |
|||
Terms and conditions of appointment of independent
directors |
Yes |
|
www.firstsource.com |
|||
Composition of various committees of board of
directors |
Yes |
|
www.firstsource.com |
|||
Code of conduct of board of directors and senior
management personnel |
Yes |
|
www.firstsource.com |
|||
Details of establishment of vigil mechanism/ Whistle
Blower policy |
Yes |
|
www.firstsource.com |
|||
Criteria of making payments to non-executive directors |
Yes |
|
www.firstsource.com |
|||
Policy on dealing with related party transactions |
Yes |
|
www.firstsource.com |
|||
Policy for determining ‘material’ subsidiaries |
Yes |
|
www.firstsource.com |
|||
Details of familiarization programs imparted to
independent directors |
Yes |
|
www.firstsource.com |
|||
Email address for grievance redressal and other
relevant details entity who are responsible for assisting and handling
investor grievances |
Yes |
|
www.firstsource.com |
|||
Contact information of the designated officials of the
listed entity who are responsible for assisting and handling investor
grievances other relevant details |
Yes |
|
www.firstsource.com |
|||
Financial results |
Yes |
|
www.firstsource.com |
|||
Shareholding pattern |
Yes |
|
www.firstsource.com |
|||
Details of agreements entered into with the media
companies and/or their associates |
Yes |
|
www.firstsource.com |
|||
Schedule of analyst or institutional investor meet and
presentations madeby the listed entity to analysts
or institutional investors simultaneously withsubmission
to stock exchange |
Yes |
|
www.firstsource.com |
|||
New name and the old name of the listed entity |
Not Applicable |
|
|
|||
Advertisements as per regulation 47 (1) |
Yes |
|
www.firstsource.com |
|||
Credit rating or revision in credit rating obtained by
the entity for all itsoutstanding instruments obtained |
Yes |
|
www.firstsource.com |
|||
Separate audited financial statements of each
subsidiary of the listed entity in respect of a relevant financial year |
Yes |
|
www.firstsource.com |
|||
As per
other regulations of the LODR: |
|
|
|
|||
Whether company has provided information under
separate section on its website as per Regulation 46(2) |
Yes |
|
www.firstsource.com |
|||
Materiality Policy as per Regulation 30 |
Yes |
|
www.firstsource.com |
|||
Dividend Distribution policy as per Regulation 43A (as
applicable) |
Yes |
|
www.firstsource.com |
|||
It is certified that these contents on the website of
the listed entity are correct. |
Yes |
|
www.firstsource.com |
|||
II Annual Affirmations |
||||||
Particulars |
Regulation Number |
Compliance status (Yes/No/NA) |
Company Remark |
|||
Independent
director(s) have been appointed in terms of specified criteria of
‘independence’ and/or ‘eligibility’ |
16(1)(b)
& 25(6) |
Yes |
|
|||
Board
composition |
17(1),
17(1A) & 17(1B) |
Yes |
|
|||
Meeting
of Board of directors |
17(2) |
Yes |
|
|||
Quorum
of Board meeting |
17(2A) |
Yes |
|
|||
Review
of Compliance Reports |
17(3) |
Yes |
|
|||
Plans
for orderly succession for appointments |
17(4) |
Yes |
|
|||
Code
of Conduct |
17(5) |
Yes |
|
|||
Fees/compensation |
17(6) |
Yes |
|
|||
Minimum
Information |
17(7) |
Yes |
|
|||
Compliance
Certificate |
17(8) |
Yes |
|
|||
Risk
Assessment & Management |
17(9) |
Yes |
|
|||
Performance
Evaluation of Independent Directors |
17(10) |
Yes |
|
|||
Recommendation
of Board |
17(11) |
Yes |
|
|||
Maximum
number of directorship |
17A |
Yes |
|
|||
Composition
of Audit Committee |
18(1) |
Yes |
|
|||
Meeting of Audit Committee |
18(2) |
Yes |
|
|||
Composition of nomination & remuneration committee |
19(1)
& (2) |
Yes |
|
|||
Quorum
of Nomination and Remuneration Committee meeting |
|
Yes |
|
|||
Meeting
of nomination & remuneration committee |
|
Yes |
|
|||
Composition of Stakeholder Relationship Committee |
20(1),
20(2) and 20(2A) |
Yes |
|
|||
Meeting
of stakeholder relationship committee |
|
Yes |
|
|||
Composition
and role of risk management committee |
21(1),(2),(3),(4) |
Yes |
|
|||
Meeting
of Risk Management Committee |
|
Yes |
|
|||
Vigil
Mechanism |
22 |
Yes |
|
|||
Policy
for related party Transaction |
23(1),(1A),(5),(6),(7)
& (8) |
Yes |
|
|||
Prior
or Omnibus approval of Audit Committee for all related party transactions |
23(2),
(3) |
Yes |
|
|||
Approval
for material related party transactions |
23(4) |
Yes |
|
|||
Disclosure
of related party transactions on consolidated basis |
23(9) |
Yes |
|
|||
Composition
of Board of Directors of unlisted material Subsidiary |
24(1) |
Yes |
|
|||
Other
Corporate Governance requirements with respect to subsidiary of listed entity |
24(2),(3),(4),(5)
& (6) |
Yes |
|
|||
Annual
Secretarial Compliance Report |
|
Yes |
|
|||
Alternate
Director to Independent Director |
25(1) |
Not
Applicable |
|
|||
Maximum
Tenure |
|
Yes |
|
|||
Meeting
of independent directors |
25(3)
& (4) |
Yes |
|
|||
Familiarization
of independent directors |
25(7) |
Yes |
|
|||
Declaration
from Independent Director |
25(8)
& (9) |
Yes |
|
|||
D
& O Insurance for Independent Directors |
25(10) |
Yes |
|
|||
Memberships
in Committees |
26(1) |
Yes |
|
|||
Affirmation
with compliance to code of conduct from members of Board of Directors and
Senior management personnel |
26(3) |
Yes |
|
|||
Disclosure
of Shareholding by Non- Executive Directors |
26(4) |
Yes |
|
|||
Policy
with respect to Obligations of directors and senior management |
26(2)
& 26(5) |
Yes |
|
|||
Other Information |
|
III Affirmations:
The Listed Entity has approved Material
Subsidiary Policy and the Corporate
Governance requirements with respect
to subsidiary of Listed
Entity have been complied. - Yes
Other Information |
|