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Corporate Governance

Quess Corp Ltd
Scrip Code : 539978 Quarter Ending : June 2019

Annexure 1

Composition of Board of Directors

Title Name of the Director Category 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 Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity
Mr AJIT ABRAHAM ISAAC Executive Director,Chairperson,MD 06 Apr 2009 - - 2 1 1
Mr CHANDRAN RATNASWAMI Non-Executive - Non Independent Director 18 Jan 2016 - - 3 2 0
Mr MADHAVAN KARUNAKARAN MENON Non-Executive - Non Independent Director 13 May 2013 - - 2 1 1
Mr PRATIP CHAUDHURI Non-Executive - Independent Director 24 Jul 2015 - 60 6 4 3
Mr PRAVIR KUMAR VOHRA Non-Executive - Independent Director 24 Jul 2015 - 60 3 4 1
Mr SANJAY ANANDARAM Non-Executive - Independent Director 22 Dec 2015 - 60 2 3 0
Mr SUBRATA KUMAR NAG Executive Director,CEO 04 Sep 2013 - - 2 2 0
Mrs REVATHY ASHOK Non-Executive - Independent Director 24 Jul 2015 - 60 4 3 3
Quess Corp Ltd
Scrip Code : 539978 Quarter Ending : June 2019

Annexure 1

Composition Of Committee

Audit Committee

Name of Committee members Category Date Of Appointment Date of Cessation
MR. PRATIP CHAUDHURI Non-Executive - Independent Director,Chairperson 24-07-2015 -
MR.CHANDRAN RATNASWAMI Non-Executive - Non Independent Director,Member 18-01-2016 -
MRS.REVATHY ASHOK Non-Executive - Independent Director,Member 24-07-2015 -
MR.PRAVIR KUMAR VOHRA Non-Executive - Independent Director,Member 22-12-2015 -
MR.SANJAY ANANDARAM Non-Executive - Independent Director,Member 16-05-2017 -

Nomination and remuneration committee

Name of Committee members Category Date Of Appointment Date of Cessation
MR. PRAVIR KUMAR VOHRA Non-Executive - Independent Director,Chairperson 24-07-2015 -
MR.CHANDRAN RATNASWAMI Non-Executive - Non Independent Director,Member 18-01-2016 -
MR.PRATIP CHAUDHURI Non-Executive - Independent Director,Member 22-12-2015 -

Stakeholders Relationship Committee

Name of Committee members Category Date Of Appointment Date of Cessation
MR. AJIT ABRAHAM ISAAC Executive Director,Member 22-12-2015 -
MR. MADHAVAN KARUNAKARAN MENON Non-Executive - Non Independent Director,Chairperson 22-12-2015 -
MRS. REVATHY ASHOK Non-Executive - Independent Director,Member 22-12-2015 -

Risk Management Committee

Name of Committee members Category Date Of Appointment Date of Cessation
MR. AJIT ABRAHAM ISAAC Executive Director,Chairperson 17-04-2019 -
SUBRATA NAG Executive Director,Member 17-04-2019 -
RAJESH KHARIDEHAL Member,Member 17-04-2019 -

Corporate Social Responsibility Committee

Name of Committee members Category Date Of Appointment Date of Cessation
REVATHY ASHOK Non-Executive - Independent Director,Chairperson 24-07-2015 -
AJIT ABRAHAM ISAAC Executive Director,Member 28-04-2014 -
PRAVIR KUMAR VOHRA Non-Executive - Independent Director,Member 24-07-2015 -
Quess Corp Ltd
Scrip Code : 539978 Quarter Ending : June 2019

Annexure 1

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 meeting (in number of days)
24 Jan 2019 - 0
- 17 Apr 2019 82
- 22 May 2019 34
- 27 Jun 2019 35
Quess Corp Ltd
Scrip Code : 539978 Quarter Ending : June 2019

Annexure 1

Meeting Of Committees

Name of Committee 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 - Yes, 24 Jan 2019 0
Audit Committee 22 May 2019 Yes, - 117
Audit Committee 27 Jun 2019 Yes, - 35
Nomination and remuneration committee - Yes, 24 Jan 2019 0
Nomination and remuneration committee 17 Apr 2019 Yes, - 82
Nomination and remuneration committee 22 May 2019 Yes, - 34
Nomination and remuneration committee 27 Jun 2019 Yes, - 35
Stakeholders Relationship Committee - Yes, 24 Jan 2019 0
Stakeholders Relationship Committee 22 May 2019 Yes, - 117
Corporate Social Responsibility Committee 22 May 2019 Yes, - 0
Quess Corp Ltd
Scrip Code : 539978 Quarter Ending : June 2019

Annexure 1

Related Party Transactions

Subject Compliance status (Yes/No/NA) If status is "No" details of non-compliance
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 NA -
Quess Corp Ltd
Scrip Code : 539978 Quarter Ending : June 2019

Annexure 1

Affirmations

Subject Compliance status (Yes/No)
The composition of board of directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
The composition of audit committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
The composition of the nomination and remuneration committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
The composition of the stakeholders relationship committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
The composition of the risk management committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
The committee members have been made aware of their powers, role and responsibilities as specified in of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
The meetings of the board of directors and the above committees have been conducted in the manner as specified SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes

Signatory Details

Name of signatory Kundan K Lal
Designation of person Company Secretary and Compliance Office

Stock Watch

Investor Contacts

Subramanian Ramakrishnan
CFO

Vijay Rajagopal
Director, M&A and Investor Relations

Sangram Keshari Mallick
Investor Relations

3/3/2, Bellandur Gate, Sarjapur Main Road,
Bengaluru 560 103,
Karnataka, India.
Tel: +91 80 6105 6000
Fax: +91 80 6105 6406
investor@quesscorp.com

Link Intime India Private Limited
C-13, Pannalal Silk Mills
Compound, L.B.S. Marg
Bhandup (West)
Mumbai 400 078
Maharashtra, India
Tel: +91 22 6171 5400
Fax: +91 22 2596 0329
qcl.ipo@linkintime.co.in

Axis Trustee Services Limited
Axis House, Bombay Dyeing Mills Compound, PB Marg,
Worli, Mumbai-400025.
Maharashtra, India
Tel: +91 22 6226 0051/60
Fax: +91 22 432530000
Website: www.axistrustee.com
debenturetrustee@axistrustee.com