Tamil Nadu Newsprint Q1 FY27 Governance Compliance Report

The Board of Directors comprised 12 members as of the quarter end:

Executive Directors:

Non-Executive Directors:

Dr. S Vijayakumar (DIN: 01764064) - Non-Executive Director (appointed May 20, 2026)
Mr. Varunroy (DIN: 01726117) - Nominee Director (ceased May 20, 2026)
Mr. Pratik Tayal (DIN: 09422959) - Nominee Director (ceased June 10, 2026)
Mr. T Anbalagan (DIN: 10402554) - Nominee Director (ceased June 8, 2026)
Dr. N Sundaradevan (DIN: 00223399) - Independent Director
Mr. Mathew Thomas (DIN: 09688311) - Independent Director
Mr. Sriganesh Padmanabhan (DIN: 01861673) - Independent Director
Ms. M Sathiyavathy (DIN: 02357307) - Independent Director
Mr. R Kannan (DIN: 08562787) - Nominee Director (appointed June 8, 2026)
Mr. N Venkatesh (DIN: 06557732) - Nominee Director (appointed June 10, 2026)

Key Director Changes:

Dr. Sandeep Saxena retired from service on superannuation on April 30, 2026
Government of Tamil Nadu transferred and posted Dr. S Vijayakumar as Additional Chief Secretary vice Thiru Arum Roy vide G.O.(D) No. 18 dated May 20, 2026
Thiru N Venkatesh was transferred and posted as Secretary to Government (Expenditure) vice Thiru Pratik Tayal vide G.O.(Rt) No. 77 dated June 10, 2026
Thiru R Kannan was nominated as Director vice Thiru T Anbalagan vide G.O. (Rt). No. 71 dated June 8, 2026

No directors were disqualified under section 164 of the Companies Act, 2013 during the quarter.

Audit Committee (8 members):

Chairperson: Mr. Sriganesh Padmanabhan (Independent Director)
Members: Dr. N Sundaradevan, Ms. M Sathiyavathy, Mr. Mathew Thomas, Mr. N Venkatesh
Changes: Mr. Varunroy (ceased May 20, 2026), Mr. Pratik Tayal (ceased June 10, 2026), Dr. S Vijayakumar (appointed May 20, 2026)

Nomination and Remuneration Committee (4 members):

Stakeholders Relationship Committee (4 members):

Chairperson: Ms. M Sathiyavathy (Independent Director)
Members: Dr. N Sundaradevan, Mr. R Kannan
Changes: Mr. T Anbalagan (ceased June 8, 2026), Mr. Mathew Thomas (appointed January 29, 2026)

Risk Management Committee (8 members):

Chairperson: Mr. Mathew Thomas (Independent Director)
Members: Dr. N Sundaradevan, Ms. M Sathiyavathy, Mr. Sriganesh Padmanabhan, Mr. R Kannan, Mr. N Venkatesh
Changes: Mr. T Anbalagan (ceased June 8, 2026), Mr. Pratik Tayal (ceased June 10, 2026)

Corporate Social Responsibility Committee (5 members):

Board Meetings:

Previous quarter meetings: January 29, 2026 (6 directors present, 4 independent) and March 27, 2026 (6 directors present, 4 independent)
Current quarter meetings: April 24, 2026 (7 directors present, 3 independent) and May 22, 2026 (7 directors present, 3 independent)
Maximum gap between consecutive meetings: 56 days
Quorum requirements were met in all meetings

Committee Meetings:

Audit Committee: January 29, 2026 (2 members present), March 27, 2026 (5 members present), April 24, 2026 (4 members present)
Nomination and Remuneration Committee: May 22, 2026 (2 members present)
Risk Management Committee: April 24, 2026 (5 members present)
Corporate Social Responsibility Committee: April 24, 2026 (2 members present)
Stakeholders Relationship Committee: March 27, 2026 (3 members present)
All committee meetings met quorum requirements

The company affirms full compliance with SEBI LODR Regulations regarding:

Composition of Board of Directors
Composition of all committees (Audit, Nomination & Remuneration, Stakeholders Relationship, Risk Management)
Committee members being aware of their powers, roles and responsibilities
Conduct of board and committee meetings as specified
This report has been placed before the Board of Directors