General information about company

Scrip code526739
NSE Symbol
MSEI Symbol
ISININE869A01010
Name of the entityNARMADA GELATINES LIMITED
Date of start of financial year01-04-2023
Date of end of financial year31-03-2024
Reporting QuarterYearly
Date of Report31-03-2024
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearTop 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 ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrAshok Kumar KapurAEUPK4930P00126807Executive DirectorNot ApplicableMD04-11-1947
2MrKrishnamoorthy KailasamAFQPK9838P02797916Non-Executive - Independent DirectorNot ApplicableShareholder Director26-12-1950
3MrANNAMALAI SANKARALINGAMACIPA1202G00001381Non-Executive - Non Independent DirectorChairperson26-01-1947
4MrSANKARALINGAM MAHESWARANADVPM8958P00143046Non-Executive - Non Independent DirectorNot Applicable07-09-1948
5MrBALASUBRAMANIAN VIJAYADURAIABPPV7995P07403509Non-Executive - Independent DirectorNot ApplicableShareholder Director06-04-1974
6MrsMANIMEGALAI THANGAMANIADCPT2841H10234123Non-Executive - Independent DirectorNot ApplicableShareholder Director20-02-1969

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 CessationNotes for not providing PANNotes for not providing DIN
1NA20-07-200101-06-20231000
2Yes21-09-202121-09-202130.112232
3Yes25-09-202314-07-20231000
4Yes25-09-202314-07-20231000
5Yes25-09-202314-07-20238.182111
6Yes25-09-202314-07-20238.181110



Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107403509BALASUBRAMANIAN VIJAYADURAINon-Executive - Independent DirectorChairperson14-07-2023
202797916Krishnamoorthy KailasamNon-Executive - Independent DirectorMember19-10-2021
310234123MANIMEGALAI THANGAMANINon-Executive - Independent DirectorMember14-07-2023


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107403509BALASUBRAMANIAN VIJAYADURAINon-Executive - Independent DirectorChairperson14-07-2023
200001381ANNAMALAI SANKARALINGAMNon-Executive - Non Independent DirectorMember14-07-2023
302797916Krishnamoorthy KailasamNon-Executive - Independent DirectorMember19-10-2021


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
102797916Krishnamoorthy KailasamNon-Executive - Independent DirectorChairperson19-10-2021
207403509BALASUBRAMANIAN VIJAYADURAINon-Executive - Independent DirectorMember14-07-2023
300126807Ashok Kumar KapurExecutive DirectorMember22-09-2014


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100001381ANNAMALAI SANKARALINGAMNon-Executive - Non Independent DirectorChairperson14-07-2023
200143046SANKARALINGAM MAHESWARANNon-Executive - Non Independent DirectorMember14-07-2023
302797916Krishnamoorthy KailasamNon-Executive - Independent DirectorMember19-10-2021
400126807Ashok Kumar KapurExecutive DirectorMember22-09-2014


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
108-11-2023Yes653
214-02-202497Yes663



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber 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)
1Audit Committee08-11-2023Yes3330
2Audit Committee14-02-202497Yes3330



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA
Disclosure of notes on related party transactions Textual Information(1)


Text Block

Textual Information(1)
1. Transaction with Pioneer Jellice India Private Limited (PJIPL) (Related Party)
(i) Purchase of Gelatine

(ii) Purchase / Marketing of Di-Calcium Phosphate (DCP)

Purchase of gelatine, Di-Calcium Phosphate (DCP) and marketing of DCP of PJIPL with effect from 15th July, 2023 till 31st March, 2024








Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryMeenu Sharma
2DesignationCompany Secretary and Compliance Officer



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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.narmadagelatines.com
2Terms and conditions of appointment of independent directorsYeswww.narmadagelatines.com
3Composition of various committees of board of directorsYeswww.narmadagelatines.com
4Code of conduct of board of directors and senior management personnelYeswww.narmadagelatines.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.narmadagelatines.com
6Criteria of making payments to non-executive directorsYeswww.narmadagelatines.com
7Policy on dealing with related party transactionsYeswww.narmadagelatines.com
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeswww.narmadagelatines.com
10Email address for grievance redressal and other relevant detailsYeswww.narmadagelatines.com
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.narmadagelatines.com
12Financial resultsYeswww.narmadagelatines.com
13Shareholding patternYeswww.narmadagelatines.com
14Details of agreements entered into with the media companies and/or their associatesNA

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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
15.1Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
15.2Audio or video recordings and transcripts of post earnings/quarterly callsNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeswww.narmadagelatines.com
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Secretarial Compliance ReportYeswww.narmadagelatines.com
21Materiality Policy as per Regulation 30 (4)Yeswww.narmadagelatines.com
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeswww.narmadagelatines.com
23Disclosures under regulation 30(8)Yeswww.narmadagelatines.com
24Statements of deviation(s) or variations(s) as specified in regulation 32NA
25Dividend Distribution policy as per Regulation 43A(1)NA
26Annual return as provided under section 92 of the Companies Act, 2013Yeswww.narmadagelatines.com
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeswww.narmadagelatines.com
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYeswww.narmadagelatines.com


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)NA
26Meeting of Risk Management Committee21(3A)NA
27Quorum of Risk Management Committee meeting21(3B)NA
28Gap between the meetings of the Risk Management Committee21(3C)NA
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
32Approval for material related party transactions23(4)NA
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)NA
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
36Alternate Director to Independent Director25(1)NA
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)Yes
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)NA
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)Yes
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Disclosure of Shareholding by Non-Executive Directors26(4)Yes
47Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
48Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)NA
49Vacancies in respect Key Managerial Personnel26A(1) & 26A(2)NA
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryMeenu Sharma
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryMeenu Sharma
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Not Applicable
Reason for Non Applicability Textual Information(1)

Text Block

Textual Information(1)

There are no Loans or other debts/ guarantees/ securities etc. provided by company to the Promoter or Promoter Group, Directors (including relatives), KMPs or any other entity controlled by them.





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 quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryMeenu Sharma
Designation of personCompany Secretary and Compliance Officer
PlaceJabalpur
Date13-04-2024