Correspondence Regarding Sitting Fees and Committee Membership

5. Correspondence Regarding Sitting Fees and Committee Membership

Sitting fees [Section 197(5), Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]: a director (particularly a non-executive or independent director, who draws no monthly salary) is paid a sitting fee for attending each meeting of the Board or of a Board committee, the amount being decided by the Board itself, subject to the ceiling prescribed by the Rules — currently not exceeding Rs. 1,00,000 per meeting. Whenever the Board fixes or revises this amount, or whenever a fee actually falls due after a meeting, the Secretary writes to the director concerned confirming the amount and, typically, enclosing the cheque (or confirming the bank credit) net of any tax deducted at source.

Committee membership: the Companies Act requires certain companies to constitute specific Board committees — an Audit Committee [Section 177, mandatory for every listed company and other prescribed classes of public company], a Nomination and Remuneration Committee and a Stakeholders Relationship Committee [Section 178], and a Corporate Social Responsibility (CSR) Committee [Section 135, for companies crossing the prescribed net worth/turnover/profit thresholds]. Whenever the Board appoints (or reconstitutes) such a committee, the Secretary writes to each director being placed on it, stating the committee's name, its terms of reference in brief, and the date of its first meeting.

Specimen letter regarding sitting fee:

GANESH INDUSTRIES LIMITED
Regd. Office: Plot No. 45, MIDC Industrial Area, Aurangabad - 431 136
CIN: L27100MH1998PLC112233

Ref. No. GIL/CS/2025-26/151                                    Date: 15th September, 2025

To,
Mr. Ravindra S. Kulkarni
Director

Dear Sir,

Sub: Payment of Sitting Fee for the Board Meeting held on 9th September, 2025

We wish to inform you that, pursuant to the decision of the Board taken at its meeting held on
9th September, 2025, the sitting fee payable to you for attending the said meeting has been fixed
at Rs. 40,000, within the limit prescribed under the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

A cheque bearing No. 004521 drawn on Bank of Maharashtra, Aurangabad Branch, for Rs. 40,000 (Rupees
Forty Thousand only), net of tax deducted at source, is enclosed. Kindly acknowledge receipt on the
duplicate copy of this letter and return it to us for our records.

Yours faithfully,
For Ganesh Industries Limited

(Sd.)
Anjali P. Deshmukh
Company Secretary

Encl.: Cheque No. 004521 for Rs. 40,000

Specimen letter of appointment to a Board committee:

GANESH INDUSTRIES LIMITED
Regd. Office: Plot No. 45, MIDC Industrial Area, Aurangabad - 431 136
CIN: L27100MH1998PLC112233

Ref. No. GIL/CS/2025-26/153                                    Date: 20th September, 2025

To,
Mrs. Sunanda V. Patwardhan
Independent Director

Dear Madam,

Sub: Appointment as a Member of the Audit Committee of the Board

We are pleased to inform you that the Board of Directors, at its meeting held on 9th September,
2025, has appointed you as a Member of the Audit Committee of the Company, constituted under
Section 177 of the Companies Act, 2013, with immediate effect. …