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 | Yearly |
| Date of Report | 31-03-2023 |
| 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 | 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 | |||||||
| 4 | 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) | Shri Rajagopal Raja Chinraj who was appointed as Whole Time Director with effect from 01/06/2018 was due for reappointment on 01/06/2023. Accordingly Shri. Rajagopal Raja Chinraj reappointed as Whole Time 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. Shri Vivek Gangwal Independent Director of the Company has been appointed as a Director in the Subsidiary 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 | 00158832 | Rajagopal Raja Chinraj | Executive Director | Member | 09-10-2018 | ||
| 3 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointment is approved by Shareholders vide Special Resolution through 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 | 00808731 | Pawan Agarwal | Non-Executive - Non Independent Director | Member | 09-10-2018 | ||
| 3 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointment is approved by Shareholders vide Special Resolution through 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 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointment is approved by Shareholders vide Special Resolution through 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 | ||
| 4 | 99999999 | Vikas Sharma | Member | Member | 01-03-2021 | 31-03-2023 | |
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 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointment is approved by Shareholders vide Special Resolution through 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 | 00808731 | Pawan Agarwal | Compensation Committee | Non-Executive - Non Independent Director | Member | |
| 3 | 07040989 | Krina Gaurav Gala | Compensation Committee | Non-Executive - Independent Director | Member | Textual Information(1) |
| 4 | 00808731 | Pawan Agarwal | Right Issue Committee | Non-Executive - Non Independent Director | Chairperson | |
| 5 | 00158832 | Rajagopal Raja Chinraj | Right Issue Committee | Executive Director | Member | |
Other Committee Text Block | |
| Textual Information(1) | Smt. Krina Gala appointed in place of Smt. Sanjula Sanghai by Board in their meeting held on 01/11/2022 and further the appointment is approved by Shareholders vide Special Resolution through 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 | Textual Information(1) | |||||||
| 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 | 24-11-2022 | Yes | 4 | |||||
| 2 | 14-02-2023 | 81 | Yes | 4 | 4 | 2 | ||
Text Block | |
| Textual Information(1) | Independent Directors also met during the quarter. |
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 | 14-11-2022 | Yes | 3 | 3 | 0 | 0 | |||
| 2 | Audit Committee | 14-02-2023 | 91 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Corporate Social Responsibility Committee | 14-02-2023 | Yes | 3 | 3 | 1 | 0 | |||
| 4 | Stakeholders Relationship Committee | 28-03-2023 | 41 | Yes | 3 | 3 | 2 | 0 | ||
| 5 | Other Committee | 14-02-2023 | Compensation Committee | 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. |
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) | Yes | |
| 23 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 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 minimization procedures as well as to inform the board members. 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) | ||||||
Text Block | |
| Textual Information(1) | The Company has not advanced any loan, guarantee, security or comfort letter to any entity against any loan availed by promoter/director/kmp or group company. Hence disclosure is not made. |
Signatory Details | |
| Name of signatory | Shri Pawan Agarwal |
| Designation of person | Director |
| Place | Navi Mumbai |
| Date | 14-04-2023 |