Deepak Nitrite Limited 49th Annual Report 2019-20

(i) Composition and Category of Directors

The Board of Directors along with its Committees provides leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Company has an engaged and well informed Board with qualifications and experience in diverse areas. The Board composition is in conformity with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('the Listing Regulations') and the Companies Act, 2013 ('the Act').

The Board of Directors of your Company has an optimum combination of Executive and Non-Executive Directors including an Independent Woman Director. The Board of Directors as on March 31, 2020, comprised of twelve (12) Directors, out of which four (4) were Executive Directors, one (1) Non-Executive Director and seven (7) Independent Directors. The Chairman of the Board is an Executive Director.

During the year under review, following are the changes in the composition of Directors:

Shri Sanjay Asher (DIN:00008221) and Smt. Purvi Sheth (DIN:06449636) were appointed as Independent Directors of your Company for a term of three (3) consecutive years commencing from June 28, 2019 till June 27, 2022.
Shri Nimesh Kampani (DIN:00009071) ceased to be a Director effective from August 8, 2019 on completion of his term as an Independent Director of the Company.
Prof. Indira Parikh (DIN:00143801) ceased to be a Director effective from August 9, 2019 on completion of her term as an Independent Director of the Company.
Shri Sudhin Choksey (DIN: 00036085) resigned as an Independent Director of the Company effective from October 11, 2019 as he was proposed to be appointed as an Executive Director on Bandhan Bank post amalgamation of GRUH Finance Limited with Bandhan Bank.
Shri Dileep Choksi (DIN: 00016322) has been appointed as an Independent Director of the Company with effect from February 3, 2020.

As on March 31, 2020, the composition of the Board is in conformity with the Listing Regulations and the Act and the members on the Board are classified and categorized as under:

Sr. No	Category	Name of Director
I	Promoter and Executive Directors	Shri Deepak C. Mehta Chairman & Managing Director Shri Maulik D. Mehta Whole-time Director
II	Promoter and Non-Executive Director	Shri Ajay C. Mehta Non-Executive Director
III	Executive Directors	Shri Umesh Asaikar Executive Director & CEO Shri Sanjay Upadhyay Director - Finance & CFO
IV	Non-Executive and Independent Directors	Dr. Richard H. Rupp Shri Sudhir Mankad Shri Sandesh Kumar Anand Dr. Swaminathan Sivaram Shri Sanjay Asher Smt. Purvi Sheth Shri Dileep Choksi

(ii) Board Meetings

During the Financial Year 2019-20, Six (6) Board Meetings were held on May 3, 2019, August 2, 2019, September 9, 2019, October 24, 2019, February 3, 2020 and March 4, 2020. The maximum time gap between the two Board Meetings was not more than one hundred twenty (120) days as prescribed under the Act as well as Listing Regulations.

The details of composition of the Board, category, attendance of Directors at the Board Meetings and at the previous Annual General Meeting (48th AGM), number of other Directorships and Committee positions as on March 31, 2020 are as under:

Name of the Director	Director Identification Number (DIN)	No. of Board Meetings held during the year/ tenure of Director	No. of Board Meetings Attended	Attendance at Last AGM	No. of other Directorships Held (including listed entities)^a	No. of Committee position in other Public Companies [Chairman (C)/ Member (M)]^b
Shri Deepak C. Mehta	00028377	6	6	YES	2	2(M)
Shri Umesh Asaikar	06595059	6	6	YES	-	-
Shri Sanjay Upadhyay	01776546	6	6	YES	2	1(C)
Shri Maulik D. Mehta	05227290	6	6	YES	-	-
Shri Ajay C. Mehta	00028405	6	5	YES	2	1(C) & 1(M)
Dr. Richard H. Rupp	02205790	6	5	NO	-	-
Shri Sudhir Mankad	00086077	6	4	YES	5	1(C) & 1(M)
Shri Sandesh Kumar Anand	00001792	6	6	YES	2	2(C)
Dr. Swaminathan Sivaram	00009900	6	5	YES	6	2(C)
Shri Sanjay Asher	00008221	6	5	YES	6	2(M) & 4(C)
Smt. Purvi Sheth	06449636	6	4	YES	-	-
Shri Dileep Choksi¹	00016322	1	0	NA	8	5(M) & 3(C)

¹ Appointed as an Additional Director effective February 3, 2020.

Notes

a.Number of other directorships held by Directors as mentioned above excludes directorships in Private Limited Companies, Section 8 Companies, Foreign Companies, Membership of Managing Committee of various chambers/bodies and alternate directorships.

In accordance with the provisions of the Listing Regulations, Memberships / Chairmanships of only Audit Committee and Stakeholders' Relationship Committee in all public limited companies (excluding Deepak Nitrite Limited) have been considered.

Name(s) of the listed entities where the Directors of the Company are Directors and the category of Directorship as required under the Listing Regulations:

Name of Director	Name of Listed Entity	Category of Directorship
Shri Deepak C. Mehta	Deepak Nitrite Limited	Chairman & Managing Director
Shri Umesh Asaikar	Deepak Nitrite Limited	Executive Director & CEO
Shri Sanjay Upadhyay	Deepak Nitrite Limited	Director - Finance & CFO
Shri Maulik D. Mehta	Deepak Nitrite Limited	Whole-time Director
Shri Ajay C. Mehta	Deepak Nitrite Limited Tribhovandas Bhimji Zaveri Limited	Non-Executive Director Independent Director
Dr. Richard H. Rupp	Deepak Nitrite Limited	Independent Director
Shri Ajay C. Mehta	Deepak Nitrite Limited Tribhovandas Bhimji Zaveri Limited	Non-Executive Director Independent Director
Dr. Richard H. Rupp	Deepak Nitrite Limited	Independent Director
Shri Sudhir Mankad	Deepak Nitrite Limited Navin Fluorine International Limited Swaraj Engines Limited	Independent Director Independent Director Non-Executive Director
Shri Sandesh Kumar Anand	Deepak Nitrite Limited	Independent Director
Dr. Swaminathan Sivaram	Deepak Nitrite Limited Supreme Petrochem Limited Asian Paints Limited GMM Pfaudler Limited Apcotex Industries Limited	Independent Director Independent Director Independent Director Independent Director Independent Director
Shri Sanjay Asher	Deepak Nitrite Limited Repro India Limited Sudarshan Chemical Industries Limited Tribhovandas Bhimji Zaveri Limited Ashok Leyland Limited Indusind Bank Limited Sonata Software Limited	Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Additional Director
Smt. Purvi Sheth	Deepak Nitrite Limited	Independent Director
Shri Sanjay Asher	Deepak Nitrite Limited Lupin Limited Arvind Limited AIA Engineering Limited Swaraj Engines Limited ICICI Prudential Life Insurance Company Limited	Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director

(iii) Board Procedure

The Board meets at regular intervals to discuss and decide various business items. The tentative annual calendar of the Board meetings is circulated to the Directors, well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business needs, the Board's approval is taken by passing resolutions by circulation, as permitted by law, which is noted and confirmed at the subsequent Board meeting. The Agenda is circulated well in advance to the Board members, along with comprehensive background information on items in the Agenda to enable the Board members to take informed decisions. The Agenda and related information are circulated in electronic form and also through a highly secured web-based application, which is available to the Board members through tablet/laptop. The information as required under Part A of Schedule II to the Listing Regulations is also made available to the Board, wherever applicable, for their consideration. The Board also reviews the declarations made by the Chairman & Managing Director, Executive Director & CEO, Director - Finance & CFO and Company Secretary of the Company regarding compliance with all applicable laws, on a quarterly basis.

(iv) Disclosure of relationships between Directors inter-se

Shri Deepak C. Mehta, Chairman & Managing Director and Shri Ajay C. Mehta, Non-Executive Director of the Company are brothers. Shri Maulik D. Mehta is son of Shri Deepak C. Mehta, Chairman & Managing Director and nephew of Shri Ajay C. Mehta, Non-Executive Director of the Company. No other Director of the Company is related to any other Director of the Company.

(v) Independent Directors

The Independent Directors of the Company have been appointed in terms of requirements of the Act and Listing Regulations. The selection of eminent people for appointment as Independent Directors on the Board is considered by the Nomination and Remuneration Committee. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of directorships and memberships held in various committees of other companies by such person and recommend the same to the Board. The Board considers the Committee's recommendation and takes appropriate decision. Formal letters of appointment have been issued to the Independent Directors and the terms and conditions of their appointment are disclosed on the Company's website at www.godeepak.com.

Based on the disclosures received from the Independent Directors, the Board of Directors of the Company confirms that the Independent Directors fulfill the conditions specified in the Listing Regulations and are Independent of the management.

(vi) Separate Meeting of Independent Directors

Separate meeting of Independent Directors of the Company without the presence of the Executive Directors & the management representatives was held on March 20, 2020 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations. At the said meeting, the Independent Directors:

(a) reviewed the performance of Non-Independent Directors and the Board as a whole;

(b) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

(c) assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

(vii) Familiarisation program for Independent Directors

The Company has put in place the familiarisation programme for all its Directors including the Independent Directors by way of providing necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company's procedures and practices. Periodic presentations are made at the Board and the Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved.

Web link giving details of familiarisation program imparted to Independent Directors can be found here

(viii) Skills / Expertise / Competencies of the Board of Directors

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company's business and the names of the Directors who possess such Skills/Expertise/ Competencies

1..12

(ix) Performance Evaluation

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of Independent Directors and the same has been approved by the Board Directors. The criteria for performance evaluation of Independent Directors has been disclosed in Directors' Report.

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