General information about company | |
| Scrip code | 521113 |
| NSE Symbol | NOTLISTED |
| MSEI Symbol | NOTLISTED |
| ISIN | INE691D01012 |
| Name of the entity | SUDITI INDUSTRIES LIMITED |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2024 |
| 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 | |||||||||||||||||
| 1 | Mr | Vivek Kumar Gangwal | ACDPG3150G | 01079807 | Non-Executive - Independent Director | Not Applicable | 17-12-1970 | ||||||||||||||||||
| 2 | Mrs | Krina Gaurav Gala | BRLPS3271C | 07040989 | Non-Executive - Independent Director | Not Applicable | 02-03-1985 | ||||||||||||||||||
| 3 | Mr | Rajagopal Chinraj | AAFPC5412P | 00158832 | Executive Director | Not Applicable | CEO | 25-03-1950 | |||||||||||||||||
| 4 | Mr | Pawan Agarwal | AABPA3988L | 00808731 | Non-Executive - Non Independent Director | Chairperson | 19-02-1965 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||||
| Sr | 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 [with reference to proviso to regulation 17A(1) & 17A(2)] | 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) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 16-06-2003 | 01-04-2019 | 60 | 1 | 1 | 0 | 2 | |||||||||||||||||||
| 2 | NA | 01-11-2022 | 60 | 1 | 1 | 2 | 0 | ||||||||||||||||||||
| 3 | NA | 01-06-2018 | 30-12-2022 | 1 | 0 | 1 | 0 | ||||||||||||||||||||
| 4 | NA | 12-09-1991 | 16-11-2019 | 1 | 0 | 1 | 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. |
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 Chinraj | Executive Director | Member | 09-10-2018 | ||
| 3 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | ||
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 | ||
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 | ||
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 Chinraj | Executive Director | Member | 01-06-2018 | ||
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 Chinraj | Executive Director | Member | 08-08-2019 | ||
| 3 | 07040989 | Krina Gaurav Gala | Non-Executive - Independent Director | Member | 01-11-2022 | ||
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 | |
| 4 | 00808731 | Pawan Agarwal | Right Issue Committee | Non-Executive - Non Independent Director | Chairperson | |
| 5 | 00158832 | Rajagopal Chinraj | Right Issue Committee | 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 | 30-05-2024 | Yes | 4 | 4 | 2 | |||
| 2 | 14-08-2024 | 75 | Yes | 4 | 4 | 2 | ||
| 3 | 05-09-2024 | 21 | 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 | 30-05-2024 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 14-08-2024 | 75 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Nomination and remuneration committee | 30-05-2024 | 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) |
| |
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 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Submission of Annual Secretarial Compliance Report | 24A(2) | Yes | |
| 7 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| 6 | ||||
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) | ||||||
Text Block | |
| Textual Information(1) | Not Applicable |
Details of Cyber security incidence | ||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr. | Date of the event | Brief details of the event |
Signatory Details | |
| Name of signatory | Shri Pawan Agarwal |
| Designation of person | Director |
| Place | Navi Mumbai |
| Date | 21-10-2024 |