General information about company | |
| Scrip code | 521113 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE691D01012 |
| Name of the entity | SUDITI INDUSTRIES LIMITED |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Quarterly |
| Date of Report | 31-12-2022 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
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 explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure 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 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) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Pawan Agarwal | AABPA3988L | 00808731 | Non-Executive - Non Independent Director | Chairperson | 19-02-1965 | No | Active | No | 12-09-1991 | 16-11-2021 | 1 | 0 | 1 | 0 | |||||||||
| 2 | Mr | Vivek Kumar Gangwal | ACDPG3150G | 01079807 | Non-Executive - Independent Director | Not Applicable | 17-12-1970 | No | Active | Yes | 30-09-2019 | 16-06-2003 | 01-04-2019 | 60 | 1 | 1 | 2 | 2 | |||||||
| 3 | Mrs | Sanjula Sanghai | AQMPS2964F | 00049344 | Non-Executive - Independent Director | Not Applicable | 17-06-1967 | No | Active | Yes | 26-09-2018 | 31-03-2015 | 26-09-2018 | 14-10-2022 | 60 | 1 | 1 | 2 | 0 | ||||||
| 4 | Mr | Rajagopal Raja Chinraj | AAFPC5412P | 00158832 | Executive Director | Not Applicable | CEO | 25-03-1950 | No | Active | NA | 30-12-2022 | 01-06-2018 | 30-12-2022 | 1 | 0 | 1 | 0 | |||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure 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 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) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mrs | Krina Gaurav Gala | BRLPS3271C | 07040989 | Non-Executive - Independent Director | Not Applicable | 02-03-1985 | No | Active | Yes | 30-12-2022 | 01-11-2022 | 30-12-2022 | 60 | 1 | 1 | 2 | 0 | |||||||
Text Block | |
| Textual Information(1) | Smt. Sanjula Sanghai resigned from the Board w.e.f 14/10/2022 and taken on record by the Board in their meeting held on 01/11/2022.
Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointement is approved by Shareholders vide Special Resolution throguh Postal Ballot on 30/12/2022.
Shree. Rajagopal Raja Chinraj who was appointed as wholetime Director with effect from 01/06/2018 was due for reappointment on 01/06/2023. Accordingly Shree. Rajagopal Raja Chinraj reappointed as Wholetime Director & CEO for 3 years with effect of 1st June, 2023 to 31st May, 2026 vide Special Resolution passed by the shareholders through Postal Ballot on 30/12/2022.
Shree. Vivek Gangwal Independent Director of the Company has been appointed as a Director in Subsidery Companies Suditi Sports Apparel Limited and Suditi Design Studio Limited. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01079807 | Vivek Kumar Gangwal | Non-Executive - Independent Director | Chairperson | 12-09-2014 | ||
| 2 | 00049344 | Sanjula Sanghai | Non-Executive - Independent Director | Member | 09-10-2018 | ||
| 3 | 00158832 | Rajagopal Raja Chinraj | Executive Director | Member | 09-10-2018 | 14-10-2022 | Textual Information(1) |
| 4 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Smt.Sanjula Sanghai resigned from the Board w.e.f 14/10/2022 and taken on record by the Board in their meeting held on 01/11/2022. |
| Textual Information(2) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointement is approved by Shareholders vide Special Resolution throguh Postal Ballot on 30/12/2022. |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01079807 | Vivek Kumar Gangwal | Non-Executive - Independent Director | Chairperson | 12-09-2014 | ||
| 2 | 00049344 | Sanjula Sanghai | Non-Executive - Independent Director | Member | 26-09-2018 | ||
| 3 | 00808731 | Pawan Agarwal | Non-Executive - Non Independent Director | Member | 09-10-2018 | 14-10-2022 | Textual Information(1) |
| 4 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Smt.Sanjula Sanghai resigned from the Board w.e.f 14/10/2022 and taken on record by the Board in their meeting held on 01/11/2022. |
| Textual Information(2) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointement is approved by Shareholders vide Special Resolution throguh Postal Ballot on 30/12/2022. |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01079807 | Vivek Kumar Gangwal | Non-Executive - Independent Director | Chairperson | 12-09-2014 | ||
| 2 | 00808731 | Pawan Agarwal | Non-Executive - Non Independent Director | Member | 01-02-2015 | ||
| 3 | 00049344 | Sanjula Sanghai | Non-Executive - Independent Director | Member | 09-10-2018 | 14-10-2022 | Textual Information(1) |
| 4 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Smt.Sanjula Sanghai resigned from the Board w.e.f 14/10/2022 and taken on record by the Board in their meeting held on 01/11/2022. |
| Textual Information(2) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointement is approved by Shareholders vide Special Resolution throguh Postal Ballot on 30/12/2022. |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00808731 | Pawan Agarwal | Non-Executive - Non Independent Director | Chairperson | 11-02-2015 | ||
| 2 | 01079807 | Vivek Kumar Gangwal | Non-Executive - Independent Director | Member | 11-02-2015 | ||
| 3 | 00158832 | Rajagopal Raja Chinraj | Executive Director | Member | 01-06-2018 | Textual Information(1) | |
| 4 | 99999999 | Vikas Sharma | Member | Member | 01-03-2021 | ||
Sr Text Block | |
| Textual Information(1) | Shri. Rajagopal Raja chinraj was a member earlier and continued the same after becoming Executive Director. Accordingly the date of his appointment as Executive Director is taken here. |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00808731 | Pawan Agarwal | Non-Executive - Non Independent Director | Chairperson | 08-08-2019 | ||
| 2 | 00158832 | Rajagopal Raja Chinraj | Executive Director | Member | 08-08-2019 | Textual Information(1) | |
| 3 | 00049344 | Sanjula Sanghai | Non-Executive - Independent Director | Member | 08-08-2019 | 14-10-2022 | Textual Information(2) |
| 4 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(3) | |
Sr Text Block | |
| Textual Information(1) | Shree. Rajagopal Raja Chinraj reappointed as an Wholetime Director & CEO for 3 years with effect of 1st June, 2023 to 31st May, 2026 vide Special Resolution passed by the shareholders through Postal Ballot on 30/12/2022. |
| Textual Information(2) | Smt.Sanjula Sanghai resigned from the Board w.e.f 14/10/2022 and taken on record by the Board in their meeting held on 01/11/2022. |
| Textual Information(3) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointement is approved by Shareholders vide Special Resolution throguh Postal Ballot on 30/12/2022. |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
| 1 | 01079807 | Vivek Kumar Gangwal | Compensation Committee | Non-Executive - Independent Director | Chairperson | |
| 2 | 00049344 | Sanjula Sanghai | Compensation Committee | Non-Executive - Independent Director | Member | Textual Information(1) |
| 3 | 00808731 | Pawan Agarwal | Compensation Committee | Non-Executive - Non Independent Director | Member | |
| 4 | 07040989 | Krina Gaurav Gala | Compensation Committee | Non-Executive - Independent Director | Member | Textual Information(2) |
| 6 | 00808731 | Pawan Agarwal | Right Issue Committe | Non-Executive - Non Independent Director | Chairperson | |
| 7 | 00158832 | Rajagopal Raja Chinraj | Right Issue Committe | Executive Director | Member | |
Other Committee Text Block | |
| Textual Information(1) | Smt.Sanjula Sanghai resigned from the Board w.e.f 14/10/2022 and taken on record by the Board in their meeting held on 01/11/2022. |
| Textual Information(2) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointement is approved by Shareholders vide Special Resolution throguh Postal Ballot on 30/12/2022. |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 30-08-2022 | Yes | 4 | 4 | 2 | |||
| 2 | 01-11-2022 | 62 | Yes | 4 | 4 | 2 | ||
| 3 | 14-11-2022 | 12 | Yes | 4 | 4 | 2 | ||
| 4 | 24-11-2022 | 9 | Yes | 4 | 4 | 2 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(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 committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number 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) |
| 1 | Audit Committee | 10-08-2022 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 14-11-2022 | 95 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Nomination and remuneration committee | 14-10-2022 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | Yes | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
Text Block | |
| Textual Information(1) | The company has obtained shareholders approval also for Related Party Transactions as a matter abundant precaution by passing Special Resolution. |
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes | |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The 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. | Yes | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Shri. Pawan Agarwal |
| 2 | Designation | Director |
Text Block | |
| Textual Information(1) | The company has constituted a Risk Management Committee even though the same is not applicable and the details of the committee are provided in the report.
|
Signatory Details | |
| Name of signatory | Shri. Pawan Agarwal |
| Designation of person | Director |
| Place | Navi Mumbai |
| Date | 09-01-2023 |