Onward Technologies : Q1 FY2023 Corporate Governance Report

CORPORATE GOVERNANCE REPORT

Regulation 27(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of Listed Entity: Onward Technologies Limited

Reporting Period: June 30, 2022

1. Composition of Board of Directors

Whether the listed entity has a Regular Chairperson : Yes

Whether Chairperson is related to MD or CEO: Yes

Title

Name of the Director

PAN & DIN

Category

Date of Birth

Initial Date of

Date of

Date of

Tenure

No of

Number of

Number of

No of post of

(Mr./

(Chairperson/Executive/

Appointment

Appointment

Cessatio

(Applicabl

Directorshi

Independe

memberships

Chairperson

Ms.)

Non-

in the current

n

e only for

p in listed

nt Director

in Audit/

in Audit/

Executive/Independent/

term

Independe

entities

ship in

Stakeholder

Stakeholder

Nominee)

nt

including

listed

Committee(s)

Committee

Directors)

this listed

entity

including this

held in listed

in months

entity

including

listed entity

entities

(Reg. 17A)

this listed

(Reg. 26 (1))

including this

entity

listed entity

(Reg. 17A

(Reg. 26 (1)

(1))

Mr.

Harish S. Mehta

PAN:

Executive Chairman

09-10-1947

18-07-1991

14-05-2021

NA

NA

1

0

1

0

AAEPM3947L,

DIN: 00153549

Mr.

Jigar Mehta

PAN:

Managing Director

25-11-1979

16-05-2016

14-05-2021

NA

NA

1

0

0

0

AFFPM4849B,

DIN: 06829197

Mrs.

Prachi Mehta

PAN:

Non- Independent/ Non-

03-10-1978

27-05-2015

15-07-2021

NA

NA

1

0

1

0

AAKPM6046Q,

Executive

DIN: 06811085

Mr.

Rahul Rathi

PAN:

Independent / Non-

14-12-1972

24-04-2017

21-07-2020

NA

72

2

2

1

1

AARPR3931Q,

Executive

DIN: 00966359

Mr.

Parish Meghani

PAN:

Independent / Non-

31-07-1973

10-05-2017

21-07-2020

NA

72

1

1

1

0

AABPM1452H

Executive

DIN: 02106768

Mr.

Subrata Kumar Mitra

PAN:

Independent / Non-

16-01-1948

15-05-2020

15-05-2020

NA

36

5

5

9

5

ACPPM8147D

Executive

DIN: 00029961

Mr.

Jay Sonawala

PAN:

Independent / Non-

13-07-1976

15-05-2020

NA

NA

36

1

1

1

0

AAGPS5083B

Executive

DIN: 01401445

Mr.

Harsha Raghavan

PAN:

Additional Director / Non-

10-10-1971

30-06-2021

NA

NA

NA

4

0

3

0

AAHPR5185H

Executive

DIN: 01761512

CORPORATE GOVERNANCE REPORT

Regulation 27(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. Composition of Committees

S No	Name of the Committee	Whether	Name of committee members,	Category (Chairperson/	Date of Appointment	Date of cessation
		regular	Committee Positions	Executive/Non
		chairperson		Executive/Independent Nominee
		appointed
1.	Audit Committee	Yes	Rahul Rathi, Chairman	Independent / Non- Executive	21-Jul-20	Nil
			Parish Meghani, Member	Independent / Non- Executive	11-May-17
			Subrata Kumar Mitra, Member	Independent / Non- Executive	21-Jul-20
			Jay Sonawala, Member	Independent / Non- Executive	21-Jul-20
			Harsha Raghavan, Member	Non Independent / Non- Executive	30-Jun-21
2	Nomination and Remuneration Committee	Yes	Parish Meghani, Chairman	Independent / Non- Executive	21-Jul-20	Nil
			Harsha Raghavan, Member	Non Independent / Non- Executive	30-Jun-21
			Subrata Kumar Mitra, Member	In Independent / Non- Executive	21-Jul-20
			Jay Sonawala, Member	Independent / Non- Executive	14-Jan-22
3	Stakeholders' Relationship Committee	Yes	Harish Mehta, Member	Non-Independent/Executive	21-Jul-20	Nil
			Subrata Kumar Mitra, Chairman	Independent / Non- Executive	21-Jul-20
			Prachi Mehta, Member	Non-Independent/Non-Executive	12-Jun-17
4	Risk Management Committee*	Yes	Jay Sonawala, Chairman	Independent / Non- Executive	13-May-22	Nil
			Harsha Raghavan, Member	Non Independent / Non- Executive	13-May-22
			Parish Meghani, Member	Independent / Non- Executive	13-May-22
5	Share Allotment Committee*	NA	Rahul Rathi, Member	Independent / Non- Executive	27-May-21	Nil
			Parish Meghani, Member	Independent / Non- Executive	27-May-21
			Jigar Mehta, Member	Executive Director	27-May-21
6	Banking Committee	NA	Harish Mehta, Member	Executive Director	18-Jul-21	Nil
			Rahul Rathi, Member	Independent / Non- Executive	21-Jul-20
			Jay Sonawala, Member	Independent / Non- Executive	21-Jul-20

• Risk Management Committee was constituted with effect from May 13, 2022
• Share Allotment Committee is dissolved with effect from May 13, 2022.

CORPORATE GOVERNANCE REPORT

Regulation 27(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

III. Meeting of Board of Directors

Date(s) of meeting (Enter dates of

Maximum gap between any two

Whether requirement of Quorum met

Number of Directors present* (All

No of Independent Director attending

Previous quarter and Current quarter

consecutive (in number of days)

(Yes/ No)

directors including Independent

the meeting*

in chronological order)

Director)

14-01-2022

-

Yes

8

4

13-05-2022

118

Yes

7

4

IV.

Meeting of Committees

Name of Committee

Date(s) of meeting (Enter dates of

Maximum gap between any

Whether requirement of

Number of Directors present*

Number of Independent

Previous quarter and Current

two consecutive (in number of

Quorum met (Yes/ No)

(All directors including

Directors attending the

quarter in chronological order)

days)

Independent Director)

meeting

Audit Committee

14-01-2022

-

Yes

6

4

13-05-2022

118

Yes

4

4

Nomination and

13-05-2022

-

Yes

3

3

Remuneration Committee

V.

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

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee

Yes

CORPORATE GOVERNANCE REPORT

Regulation 27(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Annexure 1 - Affirmations

		Subject		Yes/No/NA
The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.		Yes
The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:		Yes
a. Audit Committee
b. Nomination & Remuneration Committee
c. Stakeholders' Relationship Committee
The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements)	Yes
Regulations, 2015.
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	Yes
Requirements) Regulations, 2015.
This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of	Yes
Directors may be mentioned here
Annexure II Annual Affirmations:
S. No.		Particulars	Regulation Number		Compliance status
					(Yes/No/NA)
01		The Company has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary	NA		Yes
		of the Company have been complied.
For Onward Technologies Limited
Dimple Chauhan
Company Secretary