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 | Half Yearly |
| Date of Report | 30-09-2022 |
| 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 related to Promoter | Yes | 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 | 60 | 1 | 1 | 2 | 0 | |||||||
| 4 | Mr | Rajagopal Raja Chinraj | AAFPC5412P | 00158832 | Executive Director | Not Applicable | CEO | 25-03-1950 | No | Active | 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 issued 88,13,168 Equity share on right Basis and accordingly share capital has increased to 263672910.
|
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 | |
| 6 | 00808731 | Pawan Agarwal | Right Issue Committe | Non-Executive - Non Independent Director | Chairperson | |
| 7 | 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) | 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 | 30-05-2022 | Yes | 4 | 4 | 2 | |||
| 2 | 10-08-2022 | 71 | Yes | 4 | 4 | 2 | ||
| 3 | 30-08-2022 | 19 | Yes | 4 | 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) | Total Number of Directors as on date of the meeting | Number of Directors (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 | 30-05-2022 | Yes | 3 | 3 | 2 | 2 | |||
| 2 | Audit Committee | 10-08-2022 | 71 | Yes | 3 | 3 | 2 | 2 | ||
| 3 | Stakeholders Relationship Committee | 27-07-2022 | Yes | 3 | 3 | 2 | 1 | |||
| 4 | Other Committee | 28-09-2022 | 62 | Right Issue Committee | Yes | 2 | 2 | 0 | 1 | |
Text Block | ||
| Textual Information(1) | Rights issue committee meeting was held on 29th March, 2022 and during the quarter on 28th September, 2022. The gap shown is 62 days is not related Right issue committee. | |
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 III | ||||
III. Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | ||||
Annexure III | ||
| 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 | 14-10-2022 |