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 | 01-04-2021 |
| Date of end of financial year | 31-03-2022 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2022 |
| 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 | |||||||||||||||||||
| 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 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 | 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 | 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 | Yes | 26-09-2018 | 31-03-2015 | 26-09-2018 | 60 | 1 | 1 | 2 | 0 | ||||
| 4 | Mr | Rajagopal Raja Chinraj | AAFPC5412P | 00158832 | Executive Director | Not Applicable | CEO | 25-03-1950 | NA | 01-06-2018 | 1 | 0 | 1 | 0 | ||||||
Text Block | |
| Textual Information(1) | Shri. Pawan Agarwal was appointed as Managing Director w.e.f. 1st February 2015 and subsequently he relinquished the post of Managing Director w.e.f. 01.12.2018. Accordingly, he is a Chairman and Non-Executive Director w.e.f. 01.12.2018 (initial Date of Appointment is 12th September 1991- being one of the promoters of the Company). Shri. Pawan Agarwal is re-appointment in the 30th Annual General Meeting held on 16th November, 2021 as he retired by rotation. Accordingly re-appointment date is taken as 16th November, 2021.
Smt. Sanjula Sanghai is appointed as an Independent Director by passing Special resolution on 26th September 2018 against ordinary as matter of abundant precaution.
Shri. Rajagopal Raja Chinraj is appointed as Whole Time Director (Executive director) and the shareholders approved the same by passing Special resolution on 26th September 2018 as matter of abundant precaution.
Shri. Vivek Gangwal is re-appointed as a Independent Director by the Board and approved by Shareholders by passing Special Resolution as on 30/09/2019.
The Company has stated as "any other" in respect of market capitalization as per Immediate perious financial year based on March 2021 data as the details of the March 2022 data is still not available on the BSE site.
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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 | ||
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 | ||
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 | ||
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 | 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 | 08-08-2019 | ||
| 2 | 00158832 | Rajagopal Raja Chinraj | Executive Director | Member | 08-08-2019 | ||
| 3 | 00049344 | Sanjula Sanghai | Non-Executive - Independent Director | Member | 08-08-2019 | ||
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 | |
| 3 | 00808731 | Pawan Agarwal | Compensation Committee | Non-Executive - Non Independent Director | Member | |
| 5 | 00808731 | Pawan Agarwal | Right Issue Committe | Non-Executive - Non Independent Director | Chairperson | |
| 6 | 00158832 | Rajagopal Raja Chinraj | Right Issue Committe | Executive Director | Member | |
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) | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 11-11-2021 | Yes | 4 | 2 | |||
| 2 | 06-01-2022 | 55 | Yes | 4 | 2 | ||
| 3 | 14-02-2022 | 38 | Yes | 4 | 2 | ||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | Textual Information(1) | |||||||
| 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) | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 11-11-2021 | Yes | 3 | 2 | |||
| 2 | Audit Committee | 14-02-2022 | 94 | Yes | 3 | 2 | ||
| 3 | Nomination and remuneration committee | 14-02-2022 | Yes | 3 | 2 | |||
| 4 | Stakeholders Relationship Committee | 29-03-2022 | Yes | 3 | 2 | |||
| 5 | Corporate Social Responsibility Committee | 14-02-2022 | Yes | 3 | 1 | |||
| 6 | Other Committee | 14-02-2022 | Compensation Committee | Yes | 3 | 2 | ||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| 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) | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 7 | Other Committee | 29-03-2022 | Right Issue Committee | Yes | 2 | 0 | ||
Text Block | ||
| Textual Information(1) | Independent Directors also met during the quarter. | |
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 500 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. |
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 Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | www.suditi.in | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.suditi.in | |
| 3 | Composition of various committees of board of directors | Yes | www.suditi.in | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.suditi.in | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.suditi.in | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.suditi.in | |
| 7 | Policy on dealing with related party transactions | Yes | www.suditi.in | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | www.suditi.in | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.suditi.in | |
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 Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.suditi.in | |
| 11 | email address for grievance redressal and other relevant details | Yes | www.suditi.in | |
| 12 | Financial results | Yes | www.suditi.in | |
| 13 | Shareholding pattern | Yes | www.suditi.in | |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | www.suditi.in | |
| 15 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | www.suditi.in | |
| 16 | New name and the old name of the listed entity | Yes | www.suditi.in | |
| 17 | Advertisements as per regulation 47 (1) | Yes | www.suditi.in | |
| 18 | Credit rating or revision in credit rating obtained | NA | ||
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | www.suditi.in | |
| 20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | www.suditi.in | |
| 21 | Materiality Policy as per Regulation 30 | Yes | www.suditi.in | |
| 22 | Dividend Distribution policy as per Regulation 43A (as applicable) | NA | ||
| 23 | It is certified that these contents on the website of the listed entity are correct | Yes | www.suditi.in | |
| Disclosure of notes on website in terms of Listing Regulations explantory [Text Block] | Textual Information(1) | |||
Text Block | |
| Textual Information(1) | Even though the Dividend Distribution Policy is not applicable to the Company, the Company has a policy in place framed by the Board.
|
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1B) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 19 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 23 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 24 | Vigil Mechanism | 22 | Yes | |
| 25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
| 26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 27 | Approval for material related party transactions | 23(4) | Yes | |
| 28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
| 30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
| 32 | Alternate Director to Independent Director | 25(1) | Yes | |
| 33 | Maximum Tenure | 25(2) | Yes | |
| 34 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 35 | Familiarization of independent directors | 25(7) | Yes | |
| 36 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 37 | D & O Insurance for Independent Directors | 25(10) | NA | |
| 38 | Memberships in Committees | 26(1) | Yes | |
| 39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 41 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided | Textual Information(1) | |||
Text Block | |||
| Textual Information(1) | Even though the company is not required to have a Risk Management committee as per the regulations, the company has constituted a Risk Management Committee to assess about the risk and minimisation proceedures as well as to inform the board memebers. The committee also meets at least once a year to review the same. | ||
Annexure II | ||
| 1 | Name of signatory | Shri. Pawan Agarwal |
| 2 | Designation | Director |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | Shri. Pawan Agarwal |
| 2 | Designation | Director |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Signatory Details | |
| Name of signatory | Shri. Pawan Agarwal |
| Designation of person | Director |
| Place | Navi Mumbai |
| Date | 13-04-2022 |