Name of the Entity: Heranba Industries Limited
Quarter Ending : September 30, 2018

1. Composition of Board of Directors

Tit Name Name of the Director PAN No. DIN Category Date of appoint ment in current term Tenure No of Directorship in listed entities including this listed entity Number of memberships inAudit/ Stakeholder Committee(s) including this listed entity No of post of Chairperson in Audit/ Stakeholder Committee held inlisted entities including this listed entity
Mr. Sadashiv K. Shetty AAJPS4330G 00038681 Chairman and Managing Director May 25, 2018 1 0 0
Mr. Raghuram K. Shetty AMWPS0596B 00038703 Whole time Director May 25, 2018 1 1 0
Ms. Sujata S. Shetty AVGPS3084F 00632563 Executive Director September 24, 2018 1 0 0
Ms. Vanita R. Shetty ACLPS0010K 02493401 Executive Director September 24, 2018 1 0 0
Mr. Raunak R. Shetty DMGS0808P 08006529 Director December 04,2017 1 0 0
Mr. AnilKumar M. Marlecha OCPM4253P 08193193 Independent Director August 31, 2018 Five years with effect from August 31, 2018 1 1 1
Mr. Vanmali Ganesh Narayan AAAPV3003E 07833853 Independent Director August 31, 2018 Five years with effect from August 31, 2018 2 3 1
Mr. KaushikHasmuk h. Gandhi AFNPG8573J 01265059 Independent Director July 09, 2018 Five years with effect from July 09, 2018 1 2 1
Mr. Mulky Vishwanath Shetty AHNPS7151E 08168960 Independent Director July 09, 2018 Five years with effect from July 09, 2018 1 1 0
Mr. Nimesh Sahadeo Singh ANIPS2967F 01265059 Independent Director Five years with effect from August 31, 2018 1 0 0 0

2. Composition of Committees

Name of Committee Name of Committee Members Category
Audit Committee Kaushik Hasmukh Gandhi

 

Mulky Vishwanath Shetty

Vanmali Ganesh Narayan

Chairperson/ Independent Director

Independent Director

Independent Director

Nomination & Remuneration Committee Kaushik Hasmukh Gandhi

 

Mulky Vishwanath Shetty

Anil Kumar M. Marlecha

Chairperson/ Independent Director

Independent Director

Independent Director

Stakeholders Relationship Committee Anil Kumar M. Marlecha

 

Raghuram K. Shetty

Vanmali Ganesh Narayan

Chairperson/ Independent Director

Whole-time Director

Independent Director

3. 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 Maximum gap between any two consecutive (in number of days)
21/04/2018

07/05/2018

25/05/2018

16/06/2018

27/07/2018

31/07/2018

14/08/2018

31/08/2018

17/09/2018

24/09/2018

26/09/2018

28/09/2018

17 days

4. Meeting of Committees

Date(s) of meeting of the committee in the relevant quarter Whether requirement of Quorum met (details) Date(s) of meeting of the committee in the previous quarter Maximum gap between any two consecutive meetings in number of days
Audit Committee
27/07/2018
28/09/2018
Yes 25/05/2018 62 days
Nomination & Remuneration Committee
27/07/2018
28/09/2018
Yes 25/05/2018 62 days
Stakeholders Relationship Committee
27/07/2018
28/09/2018
Yes 25/05/2018 62 days

 

5. Related Party Transactions

Subject Compliance Status
Whether prior approval of audit committee obtained Yes
Whether shareholder approval obtained for material RPT NA
Whether details of RPT entered into pursuant to omnibus approval
have been reviewed by Audit Committee
Yes

Note : Company was having internal Directors , Executive Director, Managing Director and Chairman in
audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee
prior to 31/08/2018. There are no material RPT requiring shareholder approval as on date.

6. Affirmations
a.  The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements)Regulations,2015- Yes
b. The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements)Regulations,2015

– Audit Committee – Yes
– Nomination & Remuneration Committee – Yes
– Stakeholders Relationship Committee – Yes
– Risk management committee (applicable to the top 100 listed entities) – N. A
c. The committee members have been made aware of their powers, role and responsibilities as specifiedinSEBI(Listingobligationsanddisclosurerequirements)Regulations,2015. Yes
d. 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
e. This report has been placed before Board of Directors – it is our 1st Report and therefore
the aforesaid Corporate Governance Report will be placed before the Board of Directors in
its forthcoming meeting.

 

For Heranba Industries Limited
Sd/-
Shivani Rohila
Company Secretary and Compliance Officer
Membership No.: ACS-43788
Date : October 05,2018
Place : Mumbai

Compliance Report on Corporate Governance at the end of 6 months
1. Affirmations

Broad Heading Regulation No. Compliance Status
Copy of the annual report including balance sheet, profit and loss
account, directors report, corporate governance report, business
responsibility report displayed on website
46(2) Yes
Presence of Chairperson of Audit Committee at the Annual General
Meeting
18(1)(d) Yes
Presence of Chairperson of the nomination and remuneration committee
at the annual general Meeting
19(3) Yes
Whether Corporate Governance Report” disclosed in Annual Report 34(3) read with para C of Schedule V Yes

For Heranba Industries Limited
Sd/-
Shivani Rohila
Company Secretary and Compliance Officer
Membership No.: ACS-43788
Date : October 05,2018
Place : Mumbai