General information about company

Scrip code500412
NSE SymbolTIRUMALCHM
MSEI SymbolNA
ISININE338A01024
Name of the entityTHIRUMALAI CHEMICALS LIMITED
Date of start of financial year01-04-2019
Date of end of financial year31-03-2020
Reporting QuarterYearly
Date of Report31-03-2020
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearTop 1000 listed entities



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 explanatoryTextual Information(1)
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEOYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 RegulationsNumber 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 PANNotes for not providing DIN
1MrMr. R. ParthasarathyAAHPP7475K00092172Executive DirectorChairpersonMD22-12-1950NA22-09-199001-08-20191000
2MrMr.R.RavishankarAAAPR3996E01224361Non-Executive - Independent DirectorNot Applicable25-04-1953NA13-08-201306-08-2019601111
3MrMr. N.SubramanianAAAPS7668E00336468Non-Executive - Independent DirectorNot Applicable04-02-1948NA13-09-201206-08-2019241110
4MrMr.Raj KatariaAAPPK0522Q01960956Non-Executive - Independent DirectorNot Applicable12-10-1955NA28-01-201306-08-2019602230



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 RegulationsNumber 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 PANNotes for not providing DIN
5MrMr. Dhruv MoondhraAGQPM2062C00151532Non-Executive - Independent DirectorNot Applicable17-02-1977NA10-02-201406-08-2019602200
6MrMr. R. SampathAALPS9616D00092144Non-Executive - Non Independent DirectorNot Applicable11-11-1944Yes25-07-201907-02-201125-07-20192020
7MrsMrs.Ramya BharathramAGDPB4141J06367352Executive DirectorNot Applicable24-07-1972NA03-11-201403-11-20171000
8MrMr.Parameshwaran Mohanachandra NairAADPN9746R07326079Executive DirectorNot Applicable03-10-1952NA28-10-201524-07-20181000



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 RegulationsNumber 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 PANNotes for not providing DIN
9MrMr. Arun RamanathanABMPR1919A00308848Non-Executive - Independent DirectorNot Applicable25-04-1949NA19-10-201622-07-2017602232
10MrMr. Rajeev Pandia     AAEPP3004D00021730Non-Executive - Independent DirectorNot Applicable17-12-1949NA01-08-201825-07-2019606562
11MrsMrs.Bhama KrishnamurthyAAPPK0269A02196839Non-Executive - Non Independent DirectorNot Applicable19-12-1954NA20-03-20205251



Text Block

Textual Information(1)
Mrs. Bhama Krishnamurhty has been appointed as additional director (Independent category) on 20th March 2020 on the recommendation of the Nomination & Remuneration Committee.




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101224361Mr R RavishankarNon-Executive - Independent DirectorChairperson13-08-2013
200308848Mr. Arun RamanathanNon-Executive - Independent DirectorMember28-10-2017
300336468Mr N SubramanianNon-Executive - Independent DirectorMember29-05-2013
401960956Mr Raj KatariaNon-Executive - Independent DirectorMember13-08-2013
500092144Mr. R. SampathNon-Executive - Non Independent DirectorMember06-08-2014


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101960956Mr. Raj KatariaNon-Executive - Independent DirectorChairperson13-08-2013
200336468Mr. N. SubramanianNon-Executive - Independent DirectorMember06-08-2014
300092144Mr. R. SampathNon-Executive - Non Independent DirectorMember06-04-2016


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100308848Mr. Arun RamanathanNon-Executive - Independent DirectorChairperson28-10-2017
201960956Mr. Raj KatariaNon-Executive - Independent DirectorMember13-08-2013
300092144Mr. R. SampathNon-Executive - Non Independent DirectorMember06-08-2014


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100308848Mr. Arun RamanathanNon-Executive - Independent DirectorChairperson06-05-2019
200336468Mr N SubramanianNon-Executive - Independent DirectorMember28-10-2017
300092144Mr. R. SampathNon-Executive - Non Independent DirectorMember08-11-2013


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
131-10-2019Yes85
228-01-202088Yes106



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee31-10-2019Yes43
2Audit Committee28-01-202088Yes54



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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 500 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryT.Rajagopalan
2DesignationCompany Secretary and Compliance Officer



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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttp://www.thirumalaichemicals.com/
2Terms and conditions of appointment of independent directorsYeshttp://www.thirumalaichemicals.com/
3Composition of various committees of board of directorsYeshttp://www.thirumalaichemicals.com/
4Code of conduct of board of directors and senior management personnelYeshttp://www.thirumalaichemicals.com/
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.thirumalaichemicals.com/
6Criteria of making payments to non-executive directorsYeshttp://www.thirumalaichemicals.com/
7Policy on dealing with related party transactionsYeshttp://www.thirumalaichemicals.com/
8Policy for determining ‘material’ subsidiariesYeshttp://www.thirumalaichemicals.com/
9Details of familiarization programmes imparted to independent directorsYeshttp://www.thirumalaichemicals.com/

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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttp://www.thirumalaichemicals.com/
11email address for grievance redressal and other relevant detailsYeshttp://www.thirumalaichemicals.com/
12Financial resultsYeshttp://www.thirumalaichemicals.com/
13Shareholding patternYeshttp://www.thirumalaichemicals.com/
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeshttp://www.thirumalaichemicals.com/
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeshttp://www.thirumalaichemicals.com/
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeshttp://www.thirumalaichemicals.com/
21Materiality Policy as per Regulation 30Yeshttp://www.thirumalaichemicals.com/
22Dividend Distribution policy as per Regulation 43A (as applicable)NA
23It is certified that these contents on the website of the listed entity are correctYeshttp://www.thirumalaichemicals.com/


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)NA
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)NA
23Meeting of Risk Management Committee21(3A)NA
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)NA
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryT.Rajagopalan
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryT.Rajagopalan
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryT.Rajagopalan
Designation of personCompany Secretary and Compliance Officer
PlaceThane
Date01-04-2020