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India Lease Devl. Ltd. Governance Information 2023

Apr 20, 2023

63377_rns_2023-04-20_2d9f817c-86bf-404b-861b-84ebb589c501.pdf

Governance Information

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INDIA LEASE DEVELOPMENT LIMITED

Corporate Identity Number : L74899DL1984PLC019218 Regd Office : MGF House, 4/17-B, Asaf Ali Road, New Delhi – 110002 Phones: 41519433, 41520070 Fax : 41503479 Website : www.indialease.com E-mail : [email protected] GSTIN : 07AAACI0149R1ZB

No. BSE/2022-2023/057

April 20, 2023

BSE Limited Listing Department 25[th] Floor, PJ Tower, Dalal Street, Fort, Mumbai, 400001 Company Code: 500202

Re: Quarterly Compliance Report on Corporate Governance for the quarter ended March 31, 2023

Dear Sir,

In compliance with Regulation 27(2) of SEBI (LODR) Regulations, 2015 enclosed please find herewith Quarterly Compliance Report on Corporate Governance for the quarter that ended March 31, 2023. The said report is to be recorded along with under-noted notes given to clarify the entry of the data in the Report.

Annexure I

Composition of Board of Directors

In compliance with Regulation 25(1) read along with Regulation 26(1)(a&b), we have in the column Board of Directors included only Listed Companies.

Further, for the purpose of determining the limit of Chairmanship/Members, only the Audit Committee and Stakeholder Relationship Committee have been considered.

Tenure has been calculated for Independent Directors currently serving on the Board of Directors of the Company in the number of months and rounded off from the date of their respective appointment, post the commencement of the Companies Act, 2013 up to 31 March 2023.

Shri Arun Mitter and Shri Sharad Agarwal were initially appointed as Directors on the Board of the Company on 27[th] March 2002 and 27[th] June 2002 respectively. On the enactment of the Companies Act, 2013, they were appointed for a first term of 5 consecutive years as Independent Directors from 18[th] September 2014. Shri Arun Mitter and Shri Sharad Aggarwal got subsequently re-appointed for a second term of consecutive five years i.e from 18[th] September 2019, in the AGM held on 25[th] September 2019. Thus, the tenure for both Shri Arun Mitter and Shri Sharad Aggarwal has been calculated from 18[th] September 2014 to 31[st] March 2023.

Accordingly, the tenure of both Directors is 102.13 months each.

Shri Karun Pratap Hoon was appointed as Independent Director by the Shareholders at the 35[th] Annual General Meeting held on 19[th] November 2020 to hold office for a term of 5 (five) consecutive years commencing from November 19, 2020, to November 18, 2025. Thus, the tenure for Shri Karun Pratap Hoon has been calculated from 19[th ] November 2020 to 31[st] March 2023.

Accordingly, his tenure is 28.12 months.

Kindly also take this letter on record.

Thanking you,

Yours faithfully, For India Lease Development Limited

ROHIT MADAN

Digitally signed by ROHIT MADAN DN: c=IN, o=Personal, pseudonym=e0254a107b1f3b3a53f410c26b116b59604fef6b2fa0d871fd2ab0a769f07bfe, postalCode=201011, st=UTTAR PRADESH, serialNumber=ff1658609550584302cc931f5196a7ecb64df2e32fca78f1a25cf640 90334f9a, cn=ROHIT MADAN Date: 2023.04.20 13:17:24 +05'30'

Rohit Madan Manager, Company Secretary & CFO

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General information about company General information about company
Scrip code 500202
NSE Symbol
MSEI Symbol
ISIN INE333C01013
Name of the entity INDIA LEASE DEVEOPMENT LIMITED
Date of start of financial year 01-04-2022
Date of end of financial year 31-03-2023
Reporting Quarter Yearly
Date of Report 31-03-2023
Risk management committee Not Applicable
Market Capitalisation as per immediate previous Financial Year Any other

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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)
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the
Companies Act, 2013
PAN DIN Category 1
of directors		 Category 2
of directors		 Category 3
of directors		 Date of
Birth		 Whether the
director is
disqualified?		 Start Date of
disqualification		 End Date of
disqualification		 Details of
disqualification		 Current
status		 Whether
special
resolution
passed?
[Refer Reg.
17(1A) of
Listing
Regulations]		 Date of
passing
special
resolution		 Initial Date
of
appointment		 Date of Re-
appointment		 Date of
cessation		 Tenure
of
director
(in
months)		 No of
Directorship
in listed
entities
including
this listed
entity (Refer
Regulation
17A of
Listing
Regulations)		 No of
Independent
Directorship
in listed
entities
including
this listed
entity
(Refer
Regulation
17A(1) of
Listing
Regulations		 Number of
memberships
in Audit/
Stakeholder
Committee(s)
including this
listed entity
(Refer
Regulation
26(1) of
Listing
Regulations)		 C
e
R
AHPG8533B 00022964 Non-
Executive -
Non
Independent
Director		 Chairperson 13-08-1946 No Active Yes 19-11-2020 19-10-1984 28-09-2022 12 3 0 5 1
AIPM8980F 00022941 Non-
Executive -
Independent
Director		 Not
Applicable		 Shareholder
Director		 27-11-1962 No Active NA 18-09-2014 18-09-2019 102.13 4 2 7 2
AKPA6139Q 00629816 Non-
Executive -
Independent
Director		 Not
Applicable		 Shareholder
Director		 24-11-1966 No Active NA 18-09-2014 18-09-2019 102.13 2 2 3 1
CJPG4401G 01448591 Non-
Executive -
Non
Independent
Director		 Not
Applicable		 02-10-1980 No Active NA 30-03-2015 28-09-2022 12 1 0 1 0

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I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson
AN DIN Category 1
of directors		 Category
2 of
directors		 Category 3
of directors		 Date of
Birth		 Whether the
director is
disqualified?		 Start Date of
disqualification		 End Date of
disqualification		 Details of
disqualification		 Current
status		 Whether
special
resolution
passed?
[Refer Reg.
17(1A) of
Listing
Regulations]		 Date of
passing
special
resolution		 Initial Date
of
appointment		 Date of Re-
appointment		 Date of
cessation		 Tenure
of
director
(in
months)		 No of
Directorship
in listed
entities
including
this listed
entity (Refer
Regulation
17A of
Listing
Regulations)		 No of
Independent
Directorship
in listed
entities
including
this listed
entity
(Refer
Regulation
17A(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 p
of
Chairper
in Aud
Stakeho
Commi
held i
listed
entitie
includi
this list
entity (R
Regulat
26(1)
Listin
Regulati
H9508N 05202566 Non-
Executive -
Independent
Director		 Not
Applicable		 Shareholder
Director		 26-01-1988 No Active NA 19-11-2020 19-11-2020 28.12 2 2 4 0

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Text Block

Textual Information(1)

In case of Independent Directors,initial date of appointment / reappointment has been reckoned as the date from which their appointment was approved by the shareholders under the Companies Act, 2013.

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Audit Committee Details
Whether the Audit 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
00022941
ARUN MITTER
Non-Executive - Independent
Director
Chairperson
25-10-2003
2
00022964
RAJIV GUPTA
Non-Executive - Non
Independent Director
Member
25-10-2003
3
00629816
SHARAD
AGGARWAL
Non-Executive - Independent
Director
Member
27-06-2002
4
05202566
KARUN PRATAP
HOON
Non-Executive - Independent
Director
Member
13-08-2020

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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
00022941
ARUN MITTER
Non-Executive - Independent
Director
Chairperson
16-03-2015
2
00022964
RAJIV GUPTA
Non-Executive - Non
Independent Director
Member
16-03-2015
3
00629816
SHARAD
AGGARWAL
Non-Executive - Independent
Director
Member
27-06-2002
4
05202566
KARUN PRATAP
HOON
Non-Executive - Independent
Director
Member
13-08-2020

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Stakeholders Relationship Committee
Whether the Stakeholders Relationship 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
00629816
SHARAD
AGGARWAL
Non-Executive - Independent
Director
Chairperson
29-05-2015
2
00022964
RAJIV GUPTA
Non-Executive - Non
Independent Director
Member
29-05-2015
3
01448591
SUMANA VERMA
Non-Executive - Non
Independent Director
Member
29-05-2015
4
00022941
ARUN MITTER
Non-Executive - Independent
Director
Member
19-09-2019
5
05202566
KARUN PRATAP
HOON
Non-Executive - Independent
Director
Member
13-08-2020

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Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson
Sr
DIN
Number
Name of Committee
members
Category 1 of
directors
Category 2 of
directors
Date of
Appointment
Date of
Cessation
Remarks

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Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson
Sr
DIN
Number
Name of Committee
members
Category 1 of
directors
Category 2 of
directors
Date of
Appointment
Date of
Cessation
Remarks

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Other Committee Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks

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Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of
board of directors explanatory
Sr
Date(s) of
meeting (if
any) in the
previous
quarter
Date(s) of
meeting (if
any) in the
current quarter
Maximum gap
between any two
consecutive (in
number of days)
Notes for
not
providing
Date
Whether
requirement of
Quorum met
(Yes/No)
Total
Number of
Directors as
on date of
the meeting
Number of
Directors present
(All directors
including
Independent
Director)
No. of
Independent
Directors
attending the
meeting
1
11-11-2022
Yes
5
5
3
2
13-02-2023
93
Yes
5
5
3
3
28-02-2023
14
Yes
5
5
3

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Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Date(s) of Total No. of
meeting Maximum Number of Number of No. of members
Name of (Enter datesof Previous betweengap Name of Reson fornot requirementWhether Directorsin the Present (AllDirectors IndependentDirectors attendingthe
Sr Committee quarter andCurrent consecutiveany two committeeother providingdate of Quorummet Committeeas on date includingDirectors attendingthe meeting(other
chronologicalquarter in (in numberof days) (Yes/No) of the IndependentDirector) meeting Board ofthan
meeting
order) Directors)
Audit
1 11-11-2022 Yes 4 4 3 3
Committee
Audit
2 13-02-2023 93 Yes 4 4 3 3
Committee
Audit
3 28-02-2023 14 Yes 4 4 3 2
Committee
Stakeholders
4 Relationship 12-12-2022 Yes 5 5 3 2
Committee
Stakeholders
5 Relationship 31-03-2023 108 Yes 5 5 3 2
Committee
Nomination
and
6 28-02-2023 Yes 4 4 3 2
remuneration
committee
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Annexure 1
V. Related Party Transactions
Sr Subject
Compliance status
(Yes/No/NA)
If status is “No” details of non-
compliance may be given here.
1
Whether prior approval of audit committee obtained
Yes
2
Whether shareholder approval obtained for material RPT
Yes
3
Whether details of RPT entered into pursuant to omnibus approval
have been reviewed by Audit Committee
Yes

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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) Yes
Regulations, 2015
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure Yes
requirements) Regulations, 2015 a. Audit Committee
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure Yes
requirements) Regulations, 2015. b. Nomination & remuneration committee
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure Yes
requirements) Regulations, 2015. c. Stakeholders relationship committee
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure NA
requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI Yes
(Listing obligations and disclosure requirements) Regulations, 2015.
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified Yes
in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
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Annexure 1
Sr
Subject
Compliance status
1
Name of signatory
ROHIT MADAN
2
Designation
Company Secretary and Compliance Officer

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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
www.indialease.com
2
Terms and conditions of appointment of
independent directors
Yes
www.indialease.com
3
Composition of various committees of board
of directors
Yes
www.indialease.com
4
Code of conduct of board of directors and
senior management personnel
Yes
www.indialease.com
5
Details of establishment of vigil mechanism/
Whistle Blower policy
Yes
www.indialease.com
6
Criteria of making payments to non-executive
directors
NA
7
Policy on dealing with related party
transactions
Yes
www.indialease.com
8
Policy for determining ‘material’ subsidiaries
Yes
www,indialease.com
9
Details of familiarization programmes
imparted to independent directors
Yes
www.indialease.com

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Annexure II Annexure II Annexure II Annexure II 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 www.indialease.com
11 email address for grievance redressal and other relevant details Yes www.indialease.com
12 Financial results Yes www.indialease.com
13 Shareholding pattern Yes www.indialease.com
14 Details of agreements entered into with the media companies
and/or their associates		 NA
15 Schedule of analyst or institutional investor meet and
presentations made by the listed entity to analysts or
institutional investors simultaneously with submission to stock
exchange		 NA
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes www.indialease.com
18 Credit rating or revision in credit rating obtained NA
19 Separate audited financial statements of each subsidiary of the
listed entity in respect of a relevant financial year		 NA
20 Whether company has provided information under separate
section on its website as per Regulation 46(2)		 Yes www.indialease.com
21 Materiality Policy as per Regulation 30 Yes www.indialease.com
22 Dividend Distribution policy as per Regulation 43A (as
applicable)		 NA
23 It is certified that these contents on the website of the listed
entity are correct		 Yes www.indialease.com

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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.
1
Independent director(s) have been appointed in terms of
specified criteria of ‘independence’ and/or ‘eligibility’
16(1)(b) &
25(6)
Yes
2
Board composition
17(1), 17(1A) &
17(1B)
Yes
3
Meeting of Board of directors
17(2)
Yes
4
Quorum of Board meeting
17(2A)
Yes
5
Review of Compliance Reports
17(3)
Yes
6
Plans for orderly succession for appointments
17(4)
Yes
7
Code of Conduct
17(5)
Yes
8
Fees/compensation
17(6)
NA
9
Minimum Information
17(7)
Yes
10 Compliance Certificate
17(8)
Yes

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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 Risk Assessment & Management
17(9)
Yes
12 Performance Evaluation of Independent
Directors
17(10)
Yes
13 Recommendation of Board
17(11)
Yes
14 Maximum number of Directorships
17A
Yes
15 Composition of Audit Committee
18(1)
Yes
16 Meeting of Audit Committee
18(2)
Yes
17 Composition of nomination & remuneration
committee
19(1) & (2)
Yes
18 Quorum of Nomination and Remuneration
Committee meeting
19(2A)
Yes
19 Meeting of Nomination and Remuneration
Committee
19(3A)
Yes
20 Composition of Stakeholder Relationship
Committee
20(1), 20(2) &
20(2A)
Yes

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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 Meeting of Stakeholders Relationship Committee 20(3A)
Yes
22 Composition and role of risk management
committee
21(1),(2),(3),(4)
Yes
23 Meeting of Risk Management Committee
21(3A)
Yes
24 Vigil Mechanism
22
Yes
25 Policy for related party Transaction
23(1),(1A),(5),
(6),(7) & (8)
Yes
26 Prior or Omnibus approval of Audit Committee
for all related party transactions
23(2), (3)
Yes
27 Approval for material related party transactions
23(4)
Yes
28 Disclosure of related party transactions on
consolidated basis
23(9)
Yes
29 Composition of Board of Directors of unlisted
material Subsidiary
24(1)
NA
30 Other Corporate Governance requirements with
respect to subsidiary of listed entity
24(2),(3),(4),(5) &
(6)
NA

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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.
31 Annual Secretarial Compliance Report
24(A)
Yes
32 Alternate Director to Independent Director
25(1)
NA
33 Maximum Tenure
25(2)
Yes
34 Meeting of independent directors
25(3) & (4)
Yes
35 Familiarization of independent directors
25(7)
Yes
36 Declaration from Independent Director
25(8) & (9)
Yes
37 D & O Insurance for Independent Directors
25(10)
NA
38 Memberships in Committees
26(1)
Yes
39
Affirmation with compliance to code of conduct from
members of Board of Directors and Senior management
personnel
26(3)
Yes
40 Disclosure of Shareholding by Non-Executive Directors
26(4)
Yes
41 Policy with respect to Obligations of directors and senior
management
26(2) & 26(5)
Yes
Any other information to be provided - Add Notes

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Annexure II
1
Name of signatory
ROHIT MADAN
2
Designation
Company Secretary and Compliance Officer

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Annexure II
III. Affirmations
Sr Particulars
Compliance status
(Yes/No/NA)
1
The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements
with respect to subsidiary of Listed Entity have been complied
NA
Any other information to be provided

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Annexure II
1
Name of signatory
ROHIT MADAN
2
Designation
Company Secretary and Compliance Officer

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Additional Half yearly Disclosure
Applicability of disclosure
Not Applicable
Reason for Non Applicability
Textual Information(1)

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Text Block Textual Information(1)

The Company had not entered into any related party transactions for the second half year ended March 31, 2023.

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Signatory Details
Name of signatory
ROHIT MADAN
Designation of person
Company Secretary and Compliance Officer
Place
NEW DELHI
Date
20-04-2023

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file:///G:/CORPORATE%20GOVERNANCE/500202.html

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