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Integrated Governance


ESSAR SHIPPING LIMITED


General information about company

Scrip code533704
NSE SymbolESSARSHPNG
MSEI SymbolNOTLISTED
ISININE122M01019
Date of start of financial year01-04-2024
Date of end of financial year31-03-2025
Reporting Quarter TypeYearly
Date of Quarter Ending31-03-2025
Type of companyEquity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?falseNA
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?falseNA
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?true
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity?true
Risk management committeefalse
Market Capitalisation as per immediate previous Financial YearTop 2000 listed entities
Is SCORE ID Available ?true
SCORE Registration IDE00193
Reason For No SCORE ID
Type of SubmissionRevision
Remarks (website dissemination)

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)
Whether the listed entity has a Regular Chairpersontrue
Whether Chairperson is related to MD or CEOfalseDisqualification of Directors under section 164 of the Companies Act, 2013
Sr no.Title(Mr/Ms)Name of the DirectorDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether 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)Reason for CessationNotes for not providing PANNotes for not providing DIN
1MrRajesh Desai08848625Executive DirectorNot ApplicablefalseActiveNA30-09-20201020
2MrJayakumar09300654Non-Executive - Independent DirectorNot ApplicablefalseActiveNA31-08-202129-09-202143.011100
3MrSuresh Ramamirtham09299459Non-Executive - Independent DirectorNot ApplicablefalseActiveNA31-08-202129-09-202143.011111
4MrSunil Modak09623865Non-Executive - Independent DirectorNot ApplicablefalseActiveNA08-09-202208-09-202230.241121
5MrVipin Jain10174107Executive DirectorNot ApplicablefalseActiveNA28-05-20241000
6MsRaichael Mathew09625593Non-Executive - Non Independent DirectorNot ApplicablefalseActiveNA08-09-202208-09-202228.121110

Text Block

Textual Information(1)NA

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatoryTextual Information(1)

Text Block

Textual Information(1)NA

Audit Committee Details

Whether the Audit Committee has a Regular Chairpersontrue
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of AppointmentDate of CessationRemarks
109299459Suresh RamamirthamNon-Executive - Independent DirectorChairperson31-08-2021
209623865Sunil ModakNon-Executive - Independent DirectorMember08-09-2022
308848625Rajesh DesaiExecutive DirectorMember08-09-2022

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairpersontrue
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of AppointmentDate of CessationRemarks
109623865Sunil ModakNon-Executive - Independent DirectorChairperson08-09-2022
209299459Suresh RamamirthamNon-Executive - Independent DirectorMember31-08-2021
309625593Raichael MathewNon-Executive - Non Independent DirectorMember08-09-2022

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairpersontrue
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of AppointmentDate of CessationRemarks
109623865Sunil ModakNon-Executive - Independent DirectorChairperson08-09-2022
209625593Raichael MathewNon-Executive - Non Independent DirectorMember08-09-2022
308848625Rajesh DesaiExecutive DirectorMember30-09-2021

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of AppointmentDate of CessationRemarks
No records available

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairpersontrue
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of AppointmentDate of CessationRemarks
109623865Sunil ModakNon-Executive - Independent DirectorChairperson08-09-2022
209625593Raichael MathewNon-Executive - Non Independent DirectorMember08-09-2022
308848625Rajesh DesaiExecutive DirectorMember30-09-2020

Other Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairpersontrue
SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks
109623865Sunil ModakShare Transfer CommitteeNon-Executive - Independent DirectorChairperson
209625593Raichael MathewShare Transfer CommitteeNon-Executive - Non Independent DirectorMember
308848625Rajesh DesaiShare Transfer CommitteeExecutive DirectorMember

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present*(All directors including Independent Director)No. of Independent Directors attending the meeting*
104-02-2025true663
231-03-202554true663

Annexure I

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)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Audit Committee13-11-2024true3321
2Audit Committee04-02-202582true3321
3Nomination and remuneration committee04-02-2025true3321
4Nomination and remuneration committee31-03-202554true3321
5Stakeholders Relationship Committee04-02-2025true3311

Annexure I

V. Affirmations
SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015true
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committeetrue
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeetrue
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committeetrue
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 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.true
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.true
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.true
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Text Block

Textual Information(1)NA

Annexure I

SrSubjectCompliance status
1Name of signatoryBharat Modi
2DesignationCompany Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterfalse
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event
No records available

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 LODR Regulation
SrItemCompliance status (Yes/No/NA)If status is 'No' details of non-compliance may be given here.Web address
1.1Details of businessYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
1.2Memorandum of Association and Articles of AssociationYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
1.3Brief profile of board of directors including directorship and full-time positions in body corporatesYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
2Terms and conditions of appointment of independent directorsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
3Composition of various committees of board of directorsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
4Code of conduct of board of directors and senior management personnelYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
6Criteria of making payments to non-executive directorsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
7Policy on dealing with related party transactionsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
8Policy for determining 'material' subsidiariesYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
9Details of familiarization programmes imparted to independent directorsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
10Email address for grievance redressal and other relevant detailsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
12Financial resultsYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
13Shareholding patternYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
14Details of agreements entered into with the media companies and/or their associatesNA
15.1(I) Schedule of analyst or institutional investor meet (II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.NA
15.2Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital meansNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)NA
18Credit rating or revision in credit rating obtainedYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
20Secretarial Compliance ReportYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
21Materiality Policy as per Regulation 30 (4)Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
23Disclosures under regulation 30(8)Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
24Statements of deviation(s) or variations(s) as specified in regulation 32Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
25Dividend Distribution policy as per Regulation 43A(1)NA
26.1Annual return as provided under section 92 of the Companies Act, 2013Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
26.2Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYeshttps://www.essar.com/ourwork/infrastructure/essar-shipping/
29Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

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)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)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
11Risk Assessment & Management17(9)Yes
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
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)NA
26Meeting of Risk Management Committee21(3A)NA
27Quorum of Risk Management Committee meeting21(3B)NA
28Gap between the meetings of the Risk Management Committee21(3C)NA
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
32Approval for material related party transactions23(4)Yes
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
36Alternate Director to Independent Director25(1)NA
37Maximum Tenure25(2)NA
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)NA
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)Yes
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)NA
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
47Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)Yes
48Vacancies in respect Key Managerial Personnel26A(1) & 26A(2), 26A(3)NA
Any other information to be provided

Annexure II

1Name of signatoryBharat Modi
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 signatoryBharat Modi
2DesignationCompany Secretary and Compliance Officer

Signatory Details

Name of signatoryBharat Modi
Designation of personChief Financial Officer
PlaceMumbai
Date29-04-2025

Additional Half yearly Disclosure DISCLOSURE OF LOANS / GUARANTEES / COMFORT LETTERS / SECURITIES ETC. (applicable only for half-yearly filings)

Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them00
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them-00
Promoter Group or any other entity controlled by them-00
Directors (including relatives) or any other entity controlled by them-00
KMPs or any other entity controlled by them-00
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them-00
Promoter Group or any other entity controlled by them-00
Directors (including relatives) or any other entity controlled by them-00
KMPs or any other entity controlled by them-00
(D) Additional Information
II. Affirmations
AffirmationsCompliance StatusCompany Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.true
NameVipin Jain
DesignationCFO
PlaceMumbai
Date29-04-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter0
No. of investor complaints received during the Quarter28
No. of investor complaints disposed off during the Quarter28
No. of investor complaints those remaining unresolved at the end of the Quarter0

Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr.No.Name of the unlisted company in which shares or voting rights have been acquiredDate of acquisitionAggregate holding (% shares or voting rights) as at the end of the previous quarter% shares or voting rights acquired during the quarterAggregate holding (% shares or voting rights) as at the end of the quarter
No records available

Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr.No.Name of the authorityNature and details of the action(s) taken or order(s) passedDate of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authorityDetails of the violation(s)/ contravention(s) committed or alleged to be committedImpact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
No records available

Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr.No.Name of the opposing partyDate of initiation of the litigation / disputeStatus of the litigation / dispute as per last disclosureCurrent status of the litigation / dispute
1Income Tax Department16-09-2022NAAwaited for hearing
2Income Tax Department26-08-2024NAAwaited for hearing
3Income Tax Department15-01-2021NAAwaited for hearing
4Income Tax Department04-05-2024NAAwaited for hearing
5Income Tax Department05-01-2024NAAwaited for hearing
6Income Tax Department16-04-2024NAAwaited for hearing
7Income Tax Department05-01-2024NAAwaited for hearing
8Income Tax Department20-04-2024NAAwaited for hearing
9Income Tax Department05-01-2024NAAwaited for hearing
10Income Tax Department20-04-2024NAAwaited for hearing
11Income Tax Department30-08-2024NAAwaited for hearing
12Income Tax Department13-12-2024NAAwaited for hearing
13Income Tax Department25-04-2024NAAwaited for hearing
14Income Tax Department02-11-2018NAAwaited for hearing
15Income Tax Department21-01-2019NAAwaited for hearing
16Directorate of Revenue Intelligence (DRI)31-01-2023NAAwaited for hearing
17Income Tax Department07-08-2009NAAwaited for hearing