Gitanjali Gems : Corporate Governance report, 31-12-2016

G ITJ NJA LI

GG/GGL/S/2017/12 January 07,2017

Department of Corporate Services BSE limited

P. J.Towers,Dalal Street Mumbai - 400 001

listing Department

National Stock Exchange of India limited Exchange Plaza, Bandra - Kurla Complex Sandra (E}, Mumbai - 400051

Dear Sir,

Sub: Corporate Governance Report pursuant to regulation 27 of SEBI (Listing Obligations and Disclosures Requirement} Regulations,2015

Ref: 1.BSE: Scrip code

2. NSE: Scrip Symbol

532715

GITANJALI

With reference to above, please find enclosed herewith Corporate Governance Report in Annexure Ifor the quarter ended December 31,2016.

Thanking you. Yours truly,

r

For GitanjaliGems limited

(Pa nge)

Company Secretary

Gitanjali Gems Limited

Registered Office: A-1,7th Floor, Laxmi Towers, Bandra Kurla Complex, Bandra (E), Mumbai - 400 OS 1, India T: 022 40354600 I 01 F:40354602 • www.gitanjaligroup.com

CIN No - L36911 MHl 986PLC040689

1. Name of Listed Entity: Gitanjali Gems Limited

2. Quarter ending : December 31,2016

REPORT ON CORPORATE GOVERNANCE

Annexure I

I. Composition of Board of Directors
Title (Mr./ Ms)	Name of the Director	PAN$ & DIN	Category (Chairperson/ Executive/No n- Executive/ind ependent/No minee) &	Date of Appointment in the current term /cessation	Tenure*	No of Directorship in listed entities including this listed entity (Refer Regulation 25(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 post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)
Mr.	Mehul C. Choksi	AABPC1451E	Chairperson- Executive	21.08. 1986	-	1	1	0
		00060099
Mr.	Dhanesh V. Sheth	AAEPS3776M	Non-Executive Non- Independent	01.08. 1990	-	1	0	0
		00120257
Mr.	Krishnan Sangameshwaran	AFO PK5309R	Independent	Original Date of Appointment - 25 .10.2005 Appointment for current term - 29.09.2014	Upto 28.09.20 19	1	2	1
		00015745
Ms.	Nazura Yash	ALVPA4060E -	Independent	Original Date of Appointment - 13.08.2014 Appointment for current term - 29.09 .2014	Upto 30.09.2018	2	2	1
I Aja ney I . I [
		06947881

·-- --- - - ·- - - -· - ---- -

6'r

'

$PAN number of any director would not be displayed on the website of Stock Exchange &Category of directors means executive/non-executive/independent/Nomi nee. if a director fits into more than one category write all categories separating them with hyphen to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.
II.Composition of Committees
Name of Committee	Nome of Committee members	Category (Chairperson/Executive/Non- Executive/independent/Nominee) $
1. Audit Committee	Mr. S. Krishnan	Chairperson - Independent
	Ms. Nazura Ajaney	Independent
	Mr. Mehul C. Choksi	Executive
2. Nomination & Remuneration Committee	Mr.S. Krishnan	Chairperson - Independent
	Ms. Nazura Ajaney	Independent
	Mr. Dhanesh Sheth	Non-Executive Non-Independent
3. Risk Management Committee(if applicable)	Not Applicable
4. Stakeholders Relationship & Investor's Grievance Committee	Ms. Nazura Ajaney	Chairperson - Independent
	Mr. S. Krishnan	Independent
$Category of directors means executive/non-executive/i ndependent/Nom inee. if a director fits into more than one category write all categories separating them with hyphen

- - ,r..,c·

IV. Meeting of Committees
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*
December 14,2016 - Audit Committee	Yes	August 11,20 16 -Audit Committee September 12, 2016 - Audit Committee	31 Days 92 Days
December 14, 2016 - Corporate Social Responsibility{CSR) Committee	September 12, 2016 - Corporate Social Responsibility{CSR} Committee	92 Days
December 14, 2016 - Nomination & Remuneration Committee	August 11,2016 - Nomination & Remuneration Committee	124 Days
December 14, 2016 - Stakeholders Relationship and Investor's Grievance Committee	August 11,2016 - Stakeholders Relationship and Investor's Grievance Committee	124 Days

Ill. 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 (in number of days)
August 11,2016	31 Days
September 12,2016	December 14, 2016	92 Days

* This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional

V. Related Party Transactions

Subject ' Compliance status (Yes/No/NA}

Whet her prior approval of a

-

udit committee obtained

_iYes

- --

/ ·,

-- - -----·

'- I

. .

:::::.