Date: 11 th October, 2018

Transcription

1 Date: 11 th October, 2018 To, The Manager, Compliance Department SSE Limited Corporate Service Department, Phiroze Jeejeebhoy Towers, Dalal Street. Mumbai To, The Manager, Compliance Departme nt National Stock Exchange of India Limited Exchange Plaza,Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai Dear Sir I Madam, Re: Tribhovandas Bhimji Zaveri Limited. Script Code & 10: I TBZ Sub: Furnishing Quarterly as well as Half Yearly Compliance Report on Corporate Governance for the Quarter & Half Year ended 30 th September pursuant to Regulation 27(2) and all other ap plicable Regulations. if any. of Securities and Exchange Board of India (List ing Obligation and Requirements) Regulations We are enclosing herewith the Quarterly & Half Yearly Compliance Report on Corporate Governance for Quarte r & Half Year ended 30 th Septembe r, 2018 pursuant to Regulation 27(2) and all other applicable Regulat ions, if any, of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, Kindly take the same on record and acknowledge the receipt of the same. Thanking You. Yours faithfully, For Tribhovandas Bhimji Zaveri Limited Niraj Oza Head - Legal & Company Sccroury TRIBHOYANDAS B H I II I ZAYERJ LTD.. ClN No' l27205mh2007plcl72598 Regd. Office: 241/43. Zoveri Bazar. Mumbai th Floo r WestWing. Tulsiani Chambers. Free Press Journal Road N. Te~ Fax orrnon oint MumOOI Tel F. wwwtbztheoriginol.colt' ox

2 Compliance Report on Corporate Governance Tribhovandas Bhimji Zaveri Limit ed Reg. Off. :- 241/43, ZaveriBazar, Mumbai Corp. off 11th Floor, West Wing, Tulsianl Chambers, 21 2 Back~ay Reclamation, Free PressJournal Road, Nariman Point, Mumbai CIN : L27205MH2007PLC Name of Listed Entity: Tribhovandas Bhimji Zaveri Limited Quarter Ending: 30 th September, 2018 I. Composition of Board of Directors Title Name of PAN & DIN Date of appointment in the Tenure No of No of memberships No of post of (Mr the ( current term / cessation Directorship in in Audit / in / Director / Executive / listed entities Stakeholder Audit / Stakeholder Ms) Non - including this Committee(s) Committee held in Appointment Cessat ion PAN DIN Executi ve / listed entity including this listed listed entities Independent I (Regulation entity including this listed Nominee) 25(1) of (Regulation 26(1) entity (Regulation Listing of Listing 26(1 ) of Listing Regulations) Regulations) Requlations) Mr Shrikant AAAPZ0899E Audit Committee: 1 Audit Committee: 0 Zav eri & Executive Stake holder Stakeholder Director Comm ittee: 1 Com mittee: 0 Ms Bina isha MEPZ1953F Executive 1 Audit Committee: 0 Audit Committee: 0 Zaveri Director Stakehol der Stakeholder Committee: 1 Committee: 0 Ms Raashi MFPZ8138F Executive 1 Audit Committee: 0 Audi t Committee: 0 Zaveri Director Stakeholder Stakeholder Committee : 1 Committee: 0 Mr Ajay MFPM3456K Independent years 2 Audit Committee: 1 Audit Committee: 0 Mehta Director Stak eholder Stakeholder Committee : 1 Committee: 1 Mr Sanjay ADQPA0146C Independent years 6 Audit Committee: 3 Audit Committee: 1 Asher Director Stakeholder Stakeholder Committee : 0 Committee: 2 Mr Kamlesh MBPV3055F Independent years 7 Audit Committee: 3 Audit Committee: 3 Vikamsey Director Stakeholder Stakeholder Committee : 0 Committee: 0 - {fbh/~~ l{" I'~ I ~B~l,,~ ~ cs/ ey.j. oy 1;... "

3 II. Composition of Committees Tribhovandr.s Bhimji Zave ri Limited Reg. Off. :- 241/43, Zaven Bazar, Mumbai Corp. off 11li l Floor, Wf; S ~ \Ning, Tulslanl Chambers, 212 Backbay Reclamation, Free Press Journal Road. Nariman Point. Mumbai CIN : L27205MH2007PlC Audit Committee Name of Committee s Mr. Kamlesh Vikamsey 2. Nomination and Remuneration Committee Name of Committee s Mr. Kamlesh Vikamsey Mr. Sanjay Asher 3. Corporate Social Responsibility Committee Name of Committee s Ms. Binaisha Zaveri Ms. Raashi Zaveri

4 4. Stakeholder Relationship Committee Name of Committee s Tribhovandas Bhimji Zeverl Limited Reg. Off. :- 241 /43, Zaveri Bazar, Mumbai Corp. off 11th Floor, West Wing, Tulsianl Chambers. 212 Backbay Reclamation, Free Press Journal Road Nariman Point, Mumbai ' CIN : L27205MH2007FlC Ms. Binaisha Zaveri Ms. Raashi Zaveri 5. Risk Management Committee Name of Committee s Ms. Binaisha Zaveri Ms. Raashi Zaveri Mr. Saurav Banerjee Mr. Sunil Gujarath i III. Meeting of Board of Directors Date(s) of Meeting (if any) Date(s) of Meeting (if any) Maximum gap between any two in the previous quarter in the relevant quarter consecutive (in number of days) ~,

5 IV. Meeting of Committees Name of Date(s) of Meeting Date(s) of Meeting Whether requirement of Maximum gap between Committee of Committee (if of Committee in the Quorum met (details) any two consecutive Meet ing any) in the previous relevant quarter meetings quarter (in number of days) Audit Committee Yes. 102 Strength of Committee: 3 No of s present: 3 Stakeholder Yes. 102 Relationship Strength of Committee: 4 Committee No of s present: 4 Corporate Social Yes. 102 Committee Strength ofcommittee: 4 No of s present: 4 Risk Management Yes. 102 Comm ittee Strength of Committee: 6 No of s present: 6 Tribhovandas Bhimji Zaveri limited Reg. Off. :- 241/43, Zaveri Bazar, Mumbai Corp. off 11th Floor, Wes Wing, Tulsianl Chambers. 212Back!:layReclamation, Free Press Journal Road Nariman Point, Mumbai CIN: L27205MH2007PlC 17259a. V. Related Party Transactions Subject Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuan t to omnibus approval have been reviewed by Audit Comm ittee Compliance Status (Yes 1 Nol NA) Yes NA Yes VI. Affirmations 1. The compos ition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Yes Regulations, 2015.

6 2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, a. Audit Committee Yes b. Nomination and Remuneration Committee Yes c. Stakeholder Relationship Committee Yes d. Risk Management Committee (Provision of this Regulation does not apply to the Company. The Yes Company has voluntarily formed this Committee.) 3. The committee members have been made aware of their powers, roles and responsibilities as specified in SEBI Yes (Listing Obligations and Disclosure Requirements) Requlations, The meetings of the Board of Directors and the above mentioned committees have been conducted in the manner as Yes specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, This report and I OF The report submitted in the previous quarter has been placed before Board of Directors. Any Yes comments I observations I advice of Board of Directors may be mentioned here: Note:- This report will be placed in next Board Meeting. Previous quarter report has been placed before the Board of Directors in the Board Meeting. Tribhovands s Bhimji Zaver i ~imited Reg Off '- 241/43 laveri Bazar, Mumhal CorP. off'11 ttl FIOO;, West Wing, Tulsiani Chambers. 212 Back!:lay Reclamation. Free.Press Journal Road. Nariman Point, Mumbal CIN. L27205MH2007PLC17259B. F~ndas Bhimji Zaveri Limited Niraj Oza Head - Legal & Company Secretary

7 Compliance Report on Corporate Governance Name of Listed Entity: Tribhovandas Bhimji Zaveri Limited Half Ending: 30 th September, 2018 I. Affirmations: Particulars Regulation Number Compliance Status (Yes I Nol NA) Copy of the Annual Report 46(2) YES including Balance Sheet, Profit and Loss Account, (Business Responsibility Directors Report, Corporate Rep ort - N.A.) Governance Report, Business Responsibility Report displayed on website Presence of of 18(1)(d) YE S Audit Committee at the Annual General Meeting Presence of of 19(3) YE S Nomination and Remuneration Committee at the Annual General Meeting Whether "Corporate 34(3) read with Para C YES Governance Report" of Schedule V disclosed in Annual Report Note: Provision of RegUlation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) RegUlations, 2015 regarding Business Responsibility Report does not apply to the Company. For Tribhovandas Bhimji Zaveri Limited ~@~ ~ I~ ~ ~ ~g~)l NlrajOza Head Legal & Company Secretary r -,.. / -~ The onginal since 1864 TRI8HOVANDAS Bill IJI ZAVERI LTD. CIN No : L27205MH2007PLC Regd. Office: 241/43. Zaveri Bazar. Mumbai Tel Fax J Ith Floor. West Wing, lulsianl Chambers, Free Press JoumotRoad, ro,jonmon Point MUrrlbOi Tel.' Fax: