General information about company | |
Scrip code | 526739 |
NSE Symbol | |
MSEI Symbol | |
ISIN | INE869A01010 |
Name of the entity | NARMADA GELATINES 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 | Top 2000 listed entities |
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 | ||||||||||||||||||||
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 | Ashok Kumar Kapur | AEUPK4930P | 00126807 | Executive Director | Not Applicable | MD | 04-11-1947 | NA | 20-07-2001 | 01-06-2021 | 24 | 1 | 0 | 1 | 0 | ||||
2 | Mr | Ravindra K. Raje | AAAPR4667E | 00112003 | Non-Executive - Non Independent Director | Not Applicable | 30-06-1955 | NA | 28-01-2006 | 21-09-2021 | 1 | 0 | 1 | 0 | ||||||
3 | Mr | Prakash M Nene | ACBPN1474A | 00164133 | Non-Executive - Independent Director | Chairperson | Shareholder Director | 30-07-1954 | NA | 21-09-2021 | 60 | 1 | 1 | 1 | 1 | |||||
4 | Mr | Krishnamoorthy Kailasam | AFQPK9838P | 02797916 | Non-Executive - Independent Director | Not Applicable | Shareholder Director | 26-12-1950 | Yes | 21-09-2021 | 21-09-2021 | 60 | 2 | 2 | 3 | 2 |
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 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 | Drushti R Desai | AACPM9110F | 00294249 | Non-Executive - Non Independent Director | Not Applicable | 06-03-1973 | NA | 22-09-2014 | 25-09-2020 | 3 | 2 | 2 | 0 | ||||||
6 | Mr | Gaurang Shah | AAGPS6867B | 07561877 | Non-Executive - Non Independent Director | Not Applicable | 16-07-1968 | NA | 19-11-2021 | 1 | 0 | 0 | 0 |
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 | 00164133 | Prakash M Nene | Non-Executive - Independent Director | Chairperson | 19-10-2021 | ||
2 | 02797916 | Krishnamoorthy Kailasam | Non-Executive - Independent Director | Member | 19-10-2021 | ||
3 | 00294249 | Drushti R Desai | Non-Executive - Non Independent Director | Member | 22-08-2014 |
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 | 02797916 | Krishnamoorthy Kailasam | Non-Executive - Independent Director | Chairperson | 19-10-2021 | ||
2 | 00164133 | Prakash M Nene | Non-Executive - Independent Director | Member | 19-10-2021 | ||
3 | 00112003 | Ravindra K. Raje | Non-Executive - Non Independent Director | Member | 12-02-2020 |
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 | 02797916 | Krishnamoorthy Kailasam | Non-Executive - Independent Director | Chairperson | 19-10-2021 | ||
2 | 00112003 | Ravindra K. Raje | Non-Executive - Non Independent Director | Member | 22-09-2014 | ||
3 | 00126807 | Ashok Kumar Kapur | Executive Director | Member | 22-09-2014 |
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 | 00112003 | Ravindra K. Raje | Non-Executive Non-Independent Director | Chairperson | 22-09-2014 | ||
2 | 00126807 | Ashok Kumar Kapur | Executive Director | Member | 22-09-2014 | ||
3 | 99999999 | Sudhir Kumar Srivastava | Member | Member | 22-09-2014 | ||
4 | 99999999 | S Bhattacharya | Member | Member | 22-09-2014 | ||
5 | 99999999 | Vijay Patel | Member | Member | 09-02-2022 |
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 | 00164133 | Prakash M Nene | Non-Executive - Independent Director | Chairperson | 19-10-2021 | ||
2 | 02797916 | Krishnamoorthy Kailasam | Non-Executive - Independent Director | Member | 19-10-2021 | ||
3 | 00112003 | Ravindra K. Raje | Non-Executive - Non Independent Director | Member | 12-02-2020 | ||
4 | 00126807 | Ashok Kumar Kapur | Executive Director | Member | 22-09-2014 |
Other Committee | ||||||
Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
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 | 6 | 2 | |||
2 | 10-02-2022 | 90 | Yes | 5 | 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) | 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 | 10-02-2022 | Yes | 3 | 2 | |||
3 | Stakeholders Relationship Committee | 09-02-2022 | Yes | 3 | 1 | |||
4 | Risk Management Committee | 09-02-2022 | Yes | 4 | 0 | |||
5 | Corporate Social Responsibility Committee | 10-02-2022 | Yes | 4 | 2 | |||
6 | Nomination and remuneration committee | 10-02-2022 | Yes | 3 | 2 |
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 | NA | |
3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Disclosure of notes on related party transactions | Textual Information(1) |
Text Block | |
Textual Information(1) | Mr. Ravindra K Raje - Non-Executive Director - As recommended by the Nomination & Remuneration Committee and Audit Committee, consent of the Board accorded for the appointment of Mr Ravindra K Raje, as a Consultant to the Company with effect from 1st March, 2022 , at a monthly professional fee of Rs. 1,50,000 (Rupees One lac fifty thousand only) |
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 |
Annexure 1 | ||
Sr | Subject | Compliance status |
1 | Name of signatory | MAHESH VERMA |
2 | Designation | Company Secretary and Compliance Officer |
Text Block |
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.narmadagelatines.com | |
2 | Terms and conditions of appointment of independent directors | Yes | www.narmadagelatines.com | |
3 | Composition of various committees of board of directors | Yes | www.narmadagelatines.com | |
4 | Code of conduct of board of directors and senior management personnel | Yes | www.narmadagelatines.com | |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.narmadagelatines.com | |
6 | Criteria of making payments to non-executive directors | Yes | www.narmadagelatines.com | |
7 | Policy on dealing with related party transactions | Yes | www.narmadagelatines.com | |
8 | Policy for determining ‘material’ subsidiaries | NA | ||
9 | Details of familiarization programmes imparted to independent directors | Yes | www.narmadagelatines.com |
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.narmadagelatines.com | |
11 | email address for grievance redressal and other relevant details | Yes | www.narmadagelatines.com | |
12 | Financial results | Yes | www.narmadagelatines.com | |
13 | Shareholding pattern | Yes | www.narmadagelatines.com | |
14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
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 | NA | ||
16 | New name and the old name of the listed entity | NA | ||
17 | Advertisements as per regulation 47 (1) | Yes | www.narmadagelatines.com | |
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 | NA | ||
20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | www.narmadagelatines.com | |
21 | Materiality Policy as per Regulation 30 | Yes | www.narmadagelatines.com | |
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.narmadagelatines.com |
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) | NA | |
28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA |
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) | NA | |
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 - Add Notes |
Annexure II | ||
1 | Name of signatory | MAHESH VERMA |
2 | Designation | Company Secretary and Compliance Officer |
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 | NA | |
Any other information to be provided |
Annexure II | ||
1 | Name of signatory | MAHESH VERMA |
2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
Applicability of disclosure | Not Applicable | ||||||
Reason for Non Applicability | Textual Information(1) |
Signatory Details | |
Name of signatory | MAHESH VERMA |
Designation of person | Company Secretary and Compliance Officer |
Place | JABALPUR |
Date | 12-04-2022 |