DETAILS OF FAMILIRIZATION PROGRAMMES IMPARTEDTO INDEPENDENT DIRECTORS
In view of the provisions of Schedule IV to the Companies Act, 2013 read with the
provisions of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, the Independent Directors are familiarized by the Company on
the following matters:
- Nature of Industry in which the Company operates
- Business model of the Company
- Roles, Rights, Responsibilities of Independent Directors and
- Other relevant information
The Independent Directors who are newly appointed are given a brief profile of the
Company which provides the details of the Industry in which the Company operates
business of the Company and its Associates and Joint Ventures. They are also provided
a copy of Annual Reports, presentations, recent press releases, Memorandum and Articles
of Association.
The Company believes that the Board Members should be continuously made aware of
the latest development in the Company’s business and the external environment affecting
the Company and the Industry as whole.
After the conclusion of every Board Meeting every quarter, the Company through its
Chairman / Key Managerial Personnel conducts programmes/presentations to familiarize
the Independent Directors with strategy operations, functions of the Company, the
policies, changes in Regulatory environment in which the operates. Besides that
the Independent Directors are also apprised of working capital management, fund
flows, Compliance of tax and other laws.
The programmes/power point presentation enables the Independent Directors to understand
the Company’s strategy, business model, markets, organization structure, risk management
and such other areas from time to time
A detailed appointment letter incorporating the roles, duties and responsibilities,
remuneration and performance evaluation process is issued for acceptance of Independent
Directors.
The Independent Directors were informed on their roles, rights and responsibilities
in context with the new Companies Act, 2013, SEBI Guidelines on Corporate Governance
and the SEBI ( Listing Obligations and Disclosure Requirements ), Regulations, 2015.
A special meeting of Independent Directors is also held to discuss issues of immediate
requirements.
Details of familiarization programmes imparted till date
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Date of programme
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Details of programme
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August 08, 2017
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Familiarization programme was held for the Director on the following:
1) Goods and Service Tax (GST) and its applicability on NBFC.
2) Master Direction of Reserve Bank of India dated June 08, 2017 on Information
Technology Framework for the NBFC Sector
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May 29, 2018
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Familiarization programme was held for the Director on the following:
1) Notification dated May 09, 2018 issued by Securities and Exchange Board of India
on SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018
2) SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018 w.r.t. implementation
of certain recommendations of the Committee on Corporate Governance under the Chairmanship
of Shri UdayKotak
3) Companies (Appointment and Qualification of Directors) Second Amendment Rules,
2018 dated May 07, 2018 issued by MCA with regard to amendment in Rule 5 on Qualifications
of Independent Director
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February 12, 2019
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Familiarization programme was held for the Director on the following:
1) Notification dated November 16, 2018 issued by Securities and Exchange Board
of India on SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018
2) Circular dated December 07, 2018 issued by SEBI for Disclosure of significant
beneficial ownership in the shareholding pattern
3) Notification dated December 31, 2018 issued by Securities and Exchange Board
of India on SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018
4) Notification dated January 12, 2019 on the Companies (Amendment) Ordinance 2019
issued by Ministry of Law and Justice
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May 23, 2019
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Familiarization programme was held for the Director on the following:
1) Circular dated March 29, 2019 issued by Securities and Exchange Board of India
(SEBI) for Procedure and formats for limited review / audit report of the listed
entity and those entities whose accounts are to be consolidated with the listed
entity.
2) Ministry of Corporate Affairs (MCA) vide its Notification dated April 30, 2019
have notified the Companies (Acceptance of Deposits) Second Amendment Rules, 2019
regarding filing of one time return in DPT-3 Form by every company other than Government
Company
3) Notification dated February 08, 2019 issued by the Ministry of Corporate Affairs
(MCA) on declaration of Significant Beneficial Owners (SBO) in an Indian company
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August 19, 2019
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Familiarization programme was held for the Director on the following:
1) Compliance w.r.t. Clause 7B of Part A of Schedule III of SEBI (LODR) on resignation
of independent director and an e-mail received from nse on the same
2) SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated August 07, 2019 on Disclosure
of reasons for encumbrance by promoter of listed companies
3) Highlights of the important amendments in the Companies (Amendment) Act, 2019
4) RBI Direction DBR.No.BP.BC.45/21.04.048/2018-19 dated June 07, 2019 on Prudential
Framework for Resolution of Stressed Assets
5) RBI Master Direction DNBR. PD. 008/03.10.119/2016-17 issued for Non-Banking Financial
Company - Systemically Important Non-Deposit taking Company and Deposit taking Company
(Reserve Bank) Directions, 2016 updated as on August 02, 2019
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November 13, 2019
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Familiarization programme was held for the Director on the following:
1) Government has brought in the Taxation Laws (Amendment) Ordinance 2019 to make
certain amendments in the Income-tax Act 1961 and the Finance (No. 2) Act 2019.
This was announced by the Union Minister for Finance & Corporate Affairs Smt.
Nirmala Sitaraman during the Press Conference in Goa on September 20, 2019 as a
Press Note of even date.
2) MCA’s Notification dated October 22, 2019 on Companies (Appointment and Qualification
of Directors) Fifth Amendment Rules, 2019.
3) MCA’s Notification dated October 22, 2019 on Companies (Creation and Maintenance
of databank of Independent Directors) Rules, 2019.
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June 26,2020
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1) Circular dated May 20, 2020 issued by SEBI on Advisory on disclosure of material
impact of COVID – 19 pandemic on listed entities under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’ / ‘LODR’):
2) Circulars dated March 19, 2020, March 26, 2020, April 13, 2020 and May 12, 2020
issued by SEBI on Relaxation from compliance with certain provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID
-19 virus pandemic:
3) Circular dated March 27, 2020 issued by SEBI on Relaxation from compliance with
certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (SAST Regulations) due to the COVID-19 pandemic:
4) Ministry of Corporate Affairs (MCA) vide its General Circular No.12/2020 dated
March 30, 2020 have introduced Companies Fresh Start Scheme, 2020:
5) Ministry of Corporate Affairs (MCA) vide its Notification dated March 19, 2020
issued the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 regarding
holding of the Board Meetings on matters referred to in sub-rule (1) of Rule 4 of
the said Rules through video conferencing or other audio visual means in accordance
with rule 3
6) Ministry of Corporate Affairs (MCA) vide its General Circular No.20/2020 dated
May 05, 2020 regarding holding of annual general meetings by companies through video
conferencing or other audio visual means
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February 12, 2021
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SEBI Circular dated 15.01.2021 on Relaxation from compliance with certain provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
due to the COVID-19 pandemic
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March 24, 2021
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1) 74% FDI in Insurance Sector (Business Standard-11.03.2021)
2) SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/202 dated September 09, 2020 on Automation
of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 - System driven disclosures
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June 25, 2021
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1) Circular dated April 29, 2021 issued by SEBI on Relaxation from compliance with
certain provisions of the SEBI (Listing Obligations Disclosure Requirements) Regulations,
2015 due to the CoVID-19 pandemic
2) Reserve Bank of India guidelines for posting Statutory Auditors of Commercial
Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021
3) Circular dated May 03, 2021 issued by Ministry of Corporate Affairs on gap between
two board meetings under Section 173 of the Companies Act, 2013
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November 11, 2021
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1) MCA has made amendments in Schedule III (General Instructions for Preparation
of Balance Sheet and Statement of Profit and Loss) to the Companies Act, 2013 vide
its notification dated March 24, 2021; Changes effective from April 01, 2021
2) SEBI has amended SEBI (Listing Obligations Disclosure Requirements) Regulations,
2015 vide its notification dated August 03, 2021; Changes effective from January
01, 2022
a) SEBI’s amendments on Obligations with respect to Independent Directors
b) SEBI strengthens the criteria for determination of status of Independent directors
c) SEBI mandates Letter of resignation of the Independent director to be provided
to the Stock Exchanges
d) SEBI mandates approval of Related Party Transactions by Independent Directors
e) SEBI mandates approval by Shareholders for Appointment of Directors at the next
General meeting or within three months from the date of appointment whichever is
earlier under Regulation 17(1C):
f) SEBI widens the role of Nomination and Remuneration Committee
g) SEBI stipulates Audit Committee to have at least Two-third representation as
Independent Directors:
h) SEBI stipulates changes in the composition of Nomination and Remuneration Committee
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March 24, 2022
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1) SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022
on Issuance of Securities in dematerialized form in case of Investor Service Requests
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August 13, 2022
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1) SEBI Circular dated 25.05.2022 on Simplification of procedure and standardization
of formats of documents for issuance of duplicate securities certificates:
2) SEBI Circular dated 05.08.2022 on Trading Window closure period under Clause
4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated
Persons (“DPs”) by freezing PAN at security level
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November 14, 2022
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1) MCA has vide Notification dated September 20, 2022 has amended the Companies
(CSR Policy) Amendment Rules, 2022; Changes effective from September 20, 2022
2) RBI vide Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 has
issued Guidelines on Scale Based Regulation (SBR): A Revised Regulatory Framework
for NBFCs
3) SEBI Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 07, 2022 on
redressal of investor grievances through the SEBI Complaints Redress System (SCORES)
platform
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March 04, 2023
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1) SEBI Circular No. SEBI/HO/OIAE/2023/03391 dated January 27, 2023 on Generating
awareness on availability of Dispute Resolution Mechanism at Stock Exchanges against
Listed Companies / Registrar to an Issue and Share Transfer Agents (RTAs)
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August 12, 2023
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1) SEBI Notification dated 14.06.2023 on SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2023
2) SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 on
Disclosure of material events / information by listed entities under Regulations
30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
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November 08, 2023
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1) MCA General Circular No.09/2023 dated September 25, 2023 on clarification on
holding of Annual General Meeting (AGM) and EGM through video Conference (vC) or
other Audio visual Means (OAVM) and passing of Ordinary and Special resolutions
by the companies under the Companies Act, 2013 read with Rules made thereunder –
Extension of timeline
2) MCA Notification dated October 27, 2023 on amendment in the Companies (Management
and Administration) Second Amendment Rules, 2023 mandating every Company to designate
a person who shall be responsible for furnishing, and extending cooperation for
providing information to the Registrar or any other authorized officer with respect
to beneficial interest in shares of the Company
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Attendance of Independent Directors in the Programmes
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Name of Independent Directors
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No. of programmes attended
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No. of hours spent in the programmes attended
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F.Y. 17-18
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F.Y. 18-19
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F.Y. 19-20
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F.Y. 20-21
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F.Y. 21-22
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F.Y. 22-23
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F.Y. 23-24
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On cumulative basis till date
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F.Y. 17-18
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F.Y. 18-19
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F.Y. 19-20
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F.Y. 20-21
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F.Y. 21-22
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F.Y. 22-23
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F.Y. 23-24
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On cumulative basis till date
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Mr.VenkatesanNarayanan
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1
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2
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3
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3
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3
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3
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2
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17
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1
|
2
|
3
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3
|
3
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3
|
2
|
17
|
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Ms. Sujata Chattopadhyay
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-
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1
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2
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3
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3
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3
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2
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14
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-
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1
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2
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3
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3
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3
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2
|
14
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Mr. Milind S. Desai @
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N.A
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1
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3
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3
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3
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3
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2
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15
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N.A
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1
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3
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3
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3
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3
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2
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15
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* Ceased to be an Independent Director w.e.f. December 31, 2018 @ Appointed
as an Additional Director w.e.f. February 12, 2019 #Re-appointed as Independent
Director w.e.f. September 22, 2023
DEMAND/CALL LOANS/CORPORATE GUARANTEE
The rate of interest shall be in consonance with prevailing market rate, rates released
by Fixed Income Money Market and Derivatives Association of India (FIMMDA) and the
rates of various Government securities and subject to such other terms and conditions
as may be mutually agreed upon at the time of execution of the loan / facility agreement.
The cut-off date for the repayment of the demand / call loan / margin funding shall
be within a period of One year. Reasons will be recorded in writing at the time
of sanctioning demand or call loan, if the cut-off date for demanding or calling
up such loan is stipulated beyond one year from the date of sanction.
The interest on such loans / margin funding shall be payable either on monthly/quarterly
rest. The payment due date for such interest is on the last day of the month/quarter.
Reasons will be recorded in writing, if interest reduction / moratorium is granted
for any specific period while sanctioning the loan / margin funding.
Committee for Investments / Loans and Risk Management of the Company is authorized
to grant loans, make investments and give guarantees within monetary limits as stipulated
under the Prudential norms of RBI.
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
Pursuant to declarations received under Section 149(6) of Companies Act, 2013 and
based on the recommendation of Nomination and Remuneration Committee, the Board
and the Shareholders have approved the appointment of following Directors as Independent
Directors.
The terms and conditions of appointment of the following Independent Directors are
subject to the extant provisions of the (i) applicable laws, including the Companies
Act, 2013 (‘2013 Act’) and Clause 49 of the Listing Agreement (as amended from
time to time) and (ii) Articles of Association of the Company
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Sl. No.
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Name of Independent Director
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With effect from
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To
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1
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Ms. Sujata Chattopadhyay
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September 22, 2023
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Re-appointed for a second term of five consecutive years till the conclusion of
95th AGM to be held in the year 2028
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2
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Mr. Venkatesan Narayanan
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September 21, 2019
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Re-appointed for a second term of five consecutive years till the conclusion of
91st AGM to be held in the year 2024
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3
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Mr. Milind S. Desai
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September 21, 2019
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Till conclusion of 90th AGM to be held in the year 2023
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The broad terms and conditions of their appointments as Independent Directors of
the Company are reproduced hereunder:
1. Appointment
The appointment will be for the period mentioned against their respective names
(“Termâ€). The Company may disengage Independent Directors prior to completion
of the Term subject to compliance of relevant provisions of the 2013 Act.
As Independent Directors, they will not be liable to retire by rotation.
Reappointment at the end of the Term shall be based on the recommendation of the
Nomination and Remuneration Committee and subject to the approval of the Board and
the shareholders. The reappointment would be considered by the Board based on the
outcome of the performance evaluation process and the directors continuing to meet
the independence criteria.
The directors may be requested to be a member / Chairman of any one or more Committees
of the Board which may be constituted from time to time.
2. Role and Duties
The role and duties will be those normally required of a Non-Executive Independent
Director under the Companies Act, 2013 and the listing agreement. There are certain
duties prescribed for all Directors, both Executive and Non-Executive, which are
fiduciary in nature and are as under:
- I.They shall act in accordance with the Company’s Articles of Association.
- II. They shall act in good faith in order to promote the objects of the Company
for the benefit of its members as a whole, and in the best interest of the Company.
- III. They shall discharge their duties with due and reasonable care, skill and diligence.
- IV. They shall not involve themselves in a situation in which they may have a direct
or indirect interest that conflicts, or possibly may conflict, with the interest
of the Company.
- V. They shall not achieve or attempt to achieve any undue gain or advantage either
to themselves or to their relatives, partners or associates.
- VI.They shall not assign their office as Director and any assignments so made shall
be void.
- In addition to the above requirements applicable to all Directors, Non-Executive
Director:
- i) Should constructively challenge and help developproposals on strategy;
- ii) Should scrutinise the performance ofmanagement in meeting agreed goals and objectives;
- iii) Should satisfy themselves on the integrity of financialinformation and that
financial controls and systems of risk management are robust and defensible;
- iv) Are responsible for determining appropriate levelsof remuneration of Executive
Directors and have a prime role in appointing, and where necessary, removing Executive
Directors and in succession planning;
- v) Should take responsibility for the processes for accurately reporting on performance
and the financial position of Industrial Investment Trust Limited; and
- vi) Should keep governance and compliance withthe applicable legislation and regulations
under review and the conformity of Industrial Investment Trust Limited practices
to accepted norms.
3. Status of Appointment
3.1 They will not be an employee of the Company. They will be paid such remuneration
by way of sitting fees for meetings of the Board and its Committees as may be decided
by the Board and approved by the Shareholders from time to time. Further, they may
be paid remuneration by way of commission as may be approved by the Board and the
Shareholders from time to time.
4. Reimbursement of Expenses
In addition to the remuneration described in paragraph 5 the Company may, for the
period of appointment of Independent Directors, reimburse them for travel, hotel
and other incidental expenses incurred by them in the performance of their role
and duties.
5. Conflict of Interest
5.1 It is accepted and acknowledged that they may have business interests other
than those of the Company. As a condition to their appointment commencing, they
are required to declare any such directorships, appointments and interests to the
Board in writing in the prescribed form at the time of their appointment.
5.2 In the event that their circumstances seem likely to change and might give rise
to a conflict of interest or, when applicable, circumstances that might lead the
Board to revise its judgment that they are independent, this should be disclosed
to the Chairman of the Company.
6. Confidentiality
All information acquired during their appointment is confidential to Industrial
Investment Trust Limited and should not be released, either during their appointment
or following termination (by whatever means) to third parties without prior clearance
from the Chairman unless required by law or by the rules of any stock exchange or
regulatory body.
Their attention is also drawn to the requirements under the applicable regulations
and the Industrial Investment Trust Limited’s Code of Insider Trading which concern
the disclosure of price sensitive information and dealing in the securities of Industrial
Investment Trust Limited. Consequently they should avoid making any statements or
performing any transactions that might risk a breach of these requirements without
prior clearance from the Chairman.
7. Evaluation
The Company will follow the following Evaluation mechanism:
7.1 Based on the evaluation and recommendation by the Nomination and Remuneration
Committee, the Company will carry out an evaluation of the performance of the Board
as a whole, Board Committees and Directors on an annual basis.
7.2 On the basis of the report of performance evaluation, it shall be determinedwhether
to extend or continue the term of appointment as anIndependent Director.
8. Insurance
Industrial Investment Trust Limited has Directors’ and Officers’ liability insurance
and it is intended that Industrial Investment Trust Limited will assume and maintain
such cover for the full term of their appointment.
9. Independent Professional Advice
There may be occasions when they consider that they need professional advice in
furtherance of their duties as a Director and it will be appropriate for them to
consult independent advisers at the Company’s expense. The Company will reimburse
the full cost of expenditure incurred in accordance with the Company’s policy.
10. Disclosure of Interest
The Company must include in its Annual Accounts a note of any material interest
that a Director may have in any transaction or arrangement that the Company has
entered into. Such interest should be disclosed no later than when the transaction
or arrangement comes up at a Board meeting so that the minutes may record their
interest appropriately and our records are updated. A general notice that they are
interested in any contracts with a particular person, firm or company is acceptable.
11. Code for Independent Directors, Code of Conduct for Directors and Code of Conduct
for Prevention of Insider Trading
They are required to abide by theCode for Independent Directors, Code of Conduct
for Directors and Code of Conduct for Prevention of Insider Trading, as issued by
the Company.
12. Termination
a. They may resign from their position at any time and should they wish to do so,
they are requested to serve a reasonable written notice on the Board.
b. Continuation of their appointment is contingent on their getting re-elected by
the shareholders in accordance with provisions of Companies Act, 2013 and the Articles
of Association of the Company, from time to time in force. They will not be entitled
to compensation if the shareholders do not re-elect them at any time.