Annexure I |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
Disclosure of notes on composition of board of directors explanatory | Textual Information(1) |
Wether the listed entity has a Regular Chairperson | Yes |
Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
1 | Mr | VISWANATH TADIMETY | AFCPT4133N | 00008106 | Non-Executive - Non Independent Director | Chairperson | | 23-05-1995 | | | 1 | 0 | 0 | | |
2 | Mr | SUDHIR MORESHWAR JOSHI | AAHPJ9981C | 00349597 | Non-Executive - Independent Director | Not Applicable | | 30-09-2014 | | 60 | 4 | 2 | 2 | | |
3 | Mr | MAREZBAN PADAM BHARUCHA | AAAPB5642H | 00361911 | Non-Executive - Independent Director | Not Applicable | | 30-09-2015 | | 60 | 1 | 1 | 1 | Textual Information(2) | |
4 | Mr | NANDLAL LAXMINARAYAN SARDA | AAGPS5871F | 00147782 | Non-Executive - Independent Director | Not Applicable | | 30-09-2014 | | 60 | 1 | 4 | 0 | | |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
Disclosure of notes on composition of board of directors explanatory |
Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
5 | Mr | SHREEPAD DIGAMBAR KARMALKAR | AAAPK6875H | 03273896 | Non-Executive - Independent Director | Not Applicable | | 30-09-2014 | | 60 | 1 | 2 | 0 | | |
6 | Mr | STEVEN LLOYD JESKE | AHGPJ7229M | 01964333 | Non-Executive - Non Independent Director | Not Applicable | | 30-09-2008 | | | 1 | 0 | 0 | | |
7 | Mr | RAMASUBRAMANIAN SANKARAN | AEVPR4091M | 05350841 | Executive Director | Not Applicable | | 04-08-2018 | | | 1 | 1 | 0 | | |
8 | Ms | ANGELA COOK WILCOX | AFVPW1713L | 08068715 | Non-Executive - Independent Director | Not Applicable | | 28-09-2018 | | 60 | 1 | 0 | 0 | | |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
Disclosure of notes on composition of board of directors explanatory |
Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations) | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
9 | Ms | AMOGHA TADIMETY | AFCPT4619K | 06952042 | Non-Executive - Non Independent Director | Not Applicable | | 30-09-2014 | | | 1 | 0 | 0 | | |
Nomination and remuneration committee |
Whether the Nomination and remuneration committee has a Regular Chairperson | Yes |
Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
1 | 00349597 | SUDHIR MORESHWAR JOSHI | Non-Executive - Independent Director | Chairperson | 06-08-2014 | | |
2 | 00361911 | MAREZBAN PADAM BHARUCHA | Non-Executive - Independent Director | Member | 06-08-2014 | | |
3 | 00008106 | VISWANATH TADIMETY | Non-Executive - Non Independent Director | Member | 06-08-2014 | | |
4 | 00147782 | NANDLAL LAXMINARAYAN SARDA | Non-Executive - Independent Director | Member | 06-08-2014 | | |
5 | 03273896 | SHREEPAD DIGAMBAR KARMALKAR | Non-Executive - Independent Director | Member | 06-08-2014 | | |
Annexure 1 |
VI. Affirmations |
Sr | Subject | Compliance status (Yes/No) |
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 |
3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities) | NA |
6 | 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 |
7 | 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 |
8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure II |
Annexure II 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 |
Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
1 | Details of business | Yes | | http://www.cybertech.com/investors/overview.aspx |
2 | Terms and conditions of appointment of independent directors | Yes | | http://www.cybertech.com/financialReports/Letter_of_appointment_to_Independent_Director.pdf |
3 | Composition of various committees of board of directors | Yes | | http://www.cybertech.com/financialReports/Committee_of_Board_2018_Revised.pdf |
4 | Code of conduct of board of directors and senior management personnel | Yes | | http://www.cybertech.com/financialReports/corporatePolicies/Code%20of%20Conduct%20for%20Board%20and%20Senior%20Management.pdf |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | http://www.cybertech.com/financialReports/corporatePolicies/Vigil%20Mechanism%20Policy.pdf |
6 | Criteria of making payments to non-executive directors | Yes | | http://www.cybertech.com/investors/boardofdirectors.aspx |
7 | Policy on dealing with related party transactions | Yes | | http://www.cybertech.com/financialReports/corporatePolicies/Related%20Party%20Transactions%20Policy.pdf |
8 | Policy for determining ‘material’ subsidiaries | Yes | | http://www.cybertech.com/financialReports/corporatePolicies/Policy%20on%20Material%20Subsidiaries.pdf |
9 | Details of familiarization programmes imparted to independent directors | Yes | | http://www.cybertech.com/investors/boardofdirectors.aspx#box6 |
Annexure II |
Annexure II 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 |
Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | http://www.cybertech.com/investors/overview.aspx |
11 | email address for grievance redressal and other relevant details | Yes | | cssl.investors@cybertech.com |
12 | Financial results | Yes | | http://www.cybertech.com/investors/keyfinancialresults.aspx |
13 | Shareholding pattern | Yes | | http://www.cybertech.com/investors/shareholder.aspx |
14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
15 | New name and the old name of the listed entity | NA | | |
Annexure II |
II. Annual Affirmations |
Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
11 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
12 | Composition of Audit Committee | 18(1) | Yes | |
13 | Meeting of Audit Committee | 18(2) | Yes | |
14 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
15 | Composition of Stakeholder Relationship Committee | 20(1) & (2) | Yes | |
16 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
17 | Vigil Mechanism | 22 | Yes | |
18 | Policy for related party Transaction | 23(1),(5),(6),(7) & (8) | Yes | |
19 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
20 | Approval for material related party transactions | 23(4) | Yes | |
Annexure II |
II. Annual Affirmations |
Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
21 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
22 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
23 | Maximum Directorship & Tenure | 25(1) & (2) | Yes | |
24 | Meeting of independent directors | 25(3) & (4) | Yes | |
25 | Familiarization of independent directors | 25(7) | Yes | |
26 | Memberships in Committees | 26(1) | Yes | |
27 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
28 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
29 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | |