ANNEXURE I Format to be submitted by on quarterly basis 1. Name of Listed Entity - INOX Leisure Limited 2. Quarter ending - 31-Mar-2017 I. Composition of Board of Directors Title (/ Ms) DI N P A N Nam e of the Direc tor Category (Chairper son /Executive/ Non- Executive/ Independe nt/ Nominee) Date of Appoint ment Date of cessat ion Ten ure Director ship in entities includin g this members hips in Audit/ Stakehol der Committ ee(s) including this post of Chairp erson in Audit/ Stakeh older Commit tee held in entities includin g this Pava n Vivek Deep ak Ashe r Sidd harth Haigr eve Khait an Amit Jatia 98 99 68 53 52 90 01 68 AA APJ 585 1D AA APJ 58 8L ABA PA5 35 G ACY PJ7 083 L AEV PK7 531 H AAE PJ8 62 D C & 09-Nov- 1999 09-Nov- 1999 15-Jan- 20 10-Sep- 2 22-Oct- 27 26-May- 2011 2 1 2 2 0 3 9 0 2 3 0 6 8 2 3 3 0
Ms. Kisho re Biya ni Girija Balak rishn an 57 0 06 8 10 AAC PB0 199 B AEK PB0 169 B 16-Oct- 2013 -Dec- 201.. 12.1 5 3 1 1 0 0 II. Composition of Comittees Audit Committee 1 Deepak Asher Member 2 Haigreve Khaitan Chairperson 3 Amit Jatia Member Kishore Biyani Member Stakeholders Relationship Committee 1 Pavan C & Chairperson 2 Deepak Asher Member 3 Siddharth Member Risk Management Committee Nomination and 1 Siddharth Member 2 Amit Jatia Member 3 Haigreve Khaitan Chairperson III. 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 27-Oct-2016 09-Jan-2017 2-Jan-2017 Maximum gap between any two consecutive (in number of days) 73 IV. Meeting of Committees Name of the committee Date(s) of Whether Date(s) of Maximum gap between meeting of requirement of meeting of the any two consecutive (in the committee Quorum met committee in number of days) in the relevant (details) the previous quarter quarter 83 Audit Committee 19-Jan-2017 27-Oct-2016
05-Jan-2017 21-Jan-2017 06-Mar-2017 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 pursuant to omnibus approval have been reviewed by Audit Committee Compliance status (/No/NA) Not Applicable VI. Affirmations 1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - 2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee - b. remuneration committee - c. Stakeholders relationship committee - d. Risk management committee (applicable to the top 1 entities) - Not applicable 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) 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 requirements) Regulations, 2015.- 5. a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. - b. Any comments/observations/advice of Board of Directors may be mentioned here: Name : Dhanraj Mulki Designation : Company Secretary
ANNEXURE II Format to be submitted by at the end of the financial year (for the whole of financial year) I. Disclosure on website in terms of Listing Regulations Item Compliance status (/No/NA) Details of business Terms and conditions of appointment of independent directors Composition of various committees of board of directors Code of conduct of board of directors and senior management personnel Details of establishment of vigil mechanism/ Whistle Blower policy Criteria of making payments to non-executive directors Policy on dealing with related party transactions Policy for determining material subsidiaries Details of familiarization programmes imparted to independent directors Contact information of the designated officials of the who are responsible for assisting and handling investor grievances email address for grievance redressal and other relevant details Financial results Shareholding pattern Details of agreements entered into with the media companies and/or their Not Applicable associates New name and the old name of the Not Applicable II Annual Affirmations Particulars Regulation Number Compliance status (/No/NA) Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) & 25(6) Board composition 17(1) Meeting of Board of directors 17(2) Review of Compliance Reports 17(3) 17() Plans for orderly succession for appointments Code of Conduct 17(5) Fees/compensation 17(6) Minimum Information 17(7) Compliance Certificate 17(8) No Risk Assessment & Management 17(9) Performance Evaluation of Independent 17(10) Directors Composition of Audit Committee 18(1) Meeting of Audit Committee 18(2) Composition of nomination & remuneration 19(1) & (2) committee Composition of Stakeholder Relationship 20(1) & (2) Committee Composition and role of risk management 21(1),(2),(3),() Not Applicable committee Vigil Mechanism 22 Policy for related party Transaction 23(1),(5),(6),(7) & (8)
Prior or Omnibus approval of Audit 23(2), (3) Committee for all related party transactions Approval for material related party 23() Not Applicable transactions Composition of Board of Directors of 2(1) Not Applicable un material Subsidiary Other Corporate Governance requirements 2(2),(3),(),(5) & (6) with respect to subsidiary of Maximum Directorship & Tenure 25(1) & (2) Meeting of independent directors 25(3) & () Familiarization of independent directors 25(7) Memberships in Committees 26(1) Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Disclosure of Shareholding by Non- 26() Executive Directors Policy with respect to Obligations of 26(2) & 26(5) directors and senior management III Affirmations: The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied. - Name : Dhanraj Mulki Designation : Company Secretary