General information about company | |
| Scrip code | 506655 |
| NSE Symbol | SUDARSCHEM |
| MSEI Symbol | NOTLISTED |
| ISIN | INE659A01023 |
| Name of the entity | SUDARSHAN CHEMICAL INDUSTRIES LIMITED |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2023 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 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 | 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 | PRADEEP RAMWILAS RATHI | AARPR3934M | 00018577 | Non-Executive - Non Independent Director | Chairperson related to Promoter | 20-05-1953 | ||||||||||||||||||
| 2 | Mr | RAJESH BALKRISHNA RATHI | ABDPR2556A | 00018628 | Executive Director | Not Applicable | MD | 13-11-1968 | |||||||||||||||||
| 3 | Mr | ANUJ NARAYANDAS RATHI | AAHPR4177L | 00018683 | Non-Executive - Non Independent Director | Not Applicable | 03-09-1971 | ||||||||||||||||||
| 4 | Mr | DARA N DAMANIA | ABMPD2673D | 00403834 | Non-Executive - Independent Director | Not Applicable | 02-12-1936 | ||||||||||||||||||
| 5 | Mr | S PADMANABHAN | AEGPS3170P | 00001207 | Non-Executive - Independent Director | Not Applicable | 01-09-1939 | ||||||||||||||||||
| 6 | Mr | SANJAY K ASHER | ADQPA0146C | 00008221 | Non-Executive - Independent Director | Not Applicable | 26-11-1963 | ||||||||||||||||||
| 7 | Ms | RATI F FORBES | AAAPF6801A | 00137326 | Non-Executive - Independent Director | Not Applicable | 23-03-1957 | ||||||||||||||||||
| 8 | Ms | SHUBHALAKSHMI PANSE | AFEPP0393L | 02599310 | Non-Executive - Independent Director | Not Applicable | 28-01-1954 | ||||||||||||||||||
| 9 | Mr | NARESH RAISINGHANI | AADPR6196D | 00568298 | Non-Executive - Independent Director | Not Applicable | 18-04-1965 | ||||||||||||||||||
| 10 | Mr | ASHISH VIJ | ABGPV6978B | 08140194 | Executive Director | Not Applicable | 02-05-1970 | ||||||||||||||||||
| 11 | Mr | DEEPAK PARIKH | CFHPP3780E | 06504537 | Non-Executive - Independent Director | Not Applicable | 25-07-1961 | ||||||||||||||||||
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 | ||||||||||||||||||||||||
| 2 | No | ||||||||||||||||||||||||
| 3 | No | ||||||||||||||||||||||||
| 4 | No | ||||||||||||||||||||||||
| 5 | No | ||||||||||||||||||||||||
| 6 | No | ||||||||||||||||||||||||
| 7 | No | ||||||||||||||||||||||||
| 8 | No | ||||||||||||||||||||||||
| 9 | No | ||||||||||||||||||||||||
| 10 | No | ||||||||||||||||||||||||
| 11 | No | ||||||||||||||||||||||||
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) | Notes for not providing PAN | Notes for not providing DIN | |||||||||||||
| 1 | NA | 08-11-1995 | 06-08-2021 | 4 | 3 | 4 | 1 | ||||||||||||||||||
| 2 | NA | 23-05-2008 | 01-06-2023 | 1 | 0 | 1 | 0 | ||||||||||||||||||
| 3 | NA | 08-08-2019 | 09-08-2022 | 1 | 0 | 0 | 0 | ||||||||||||||||||
| 4 | Yes | 07-08-2019 | 09-08-2014 | 07-08-2019 | 109 | 3 | 3 | 6 | 2 | ||||||||||||||||
| 5 | Yes | 07-08-2019 | 09-08-2014 | 07-08-2019 | 109 | 2 | 2 | 6 | 2 | ||||||||||||||||
| 6 | NA | 09-08-2014 | 07-08-2019 | 109 | 7 | 7 | 10 | 4 | |||||||||||||||||
| 7 | NA | 09-08-2014 | 07-08-2019 | 109 | 1 | 1 | 1 | 0 | |||||||||||||||||
| 8 | NA | 14-08-2015 | 14-08-2020 | 97 | 3 | 3 | 4 | 1 | |||||||||||||||||
| 9 | NA | 09-08-2018 | 24-05-2023 | 61 | 1 | 1 | 0 | 0 | |||||||||||||||||
| 10 | NA | 24-05-2018 | 24-05-2023 | 1 | 0 | 0 | 0 | ||||||||||||||||||
| 11 | NA | 01-04-2019 | 01-04-2019 | 54 | 2 | 2 | 2 | 0 | |||||||||||||||||
Text Block | |
| Textual Information(1) | Based on the recommendation of the Board, Members reappointed Mr. Rajesh Rathi as MD for 5 years from 01.06.23; Reappointed Mr. Vij as WTD for 5 years from 24.05.23; Reappointed Mr. Raisinghani as ID for 5 years from 24.05.23; and reappointed Dr. Parikh as ID for 5 years from 01.04.24. |
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 | 02599310 | SHUBHALAKSHMI PANSE | Non-Executive - Independent Director | Chairperson | 24-05-2018 | ||
| 2 | 00403834 | DARA N DAMANIA | Non-Executive - Independent Director | Member | 13-02-2015 | ||
| 3 | 00008221 | SANJAY K ASHER | Non-Executive - Independent Director | Member | 23-05-2014 | ||
| 4 | 00001207 | S PADMANABHAN | Non-Executive - Independent Director | Member | 09-02-2023 | ||
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 | 00403834 | DARA N DAMANIA | Non-Executive - Independent Director | Chairperson | 29-07-2003 | ||
| 2 | 00008221 | SANJAY K ASHER | Non-Executive - Independent Director | Member | 23-05-2014 | ||
| 3 | 00568298 | NARESH RAISINGHANI | Non-Executive - Independent Director | Member | 24-05-2018 | ||
| 4 | 00137326 | RATI F FORBES | Non-Executive - Independent Director | Member | 24-05-2018 | ||
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 | 00008221 | SANJAY K ASHER | Non-Executive - Independent Director | Chairperson | 14-11-2014 | ||
| 2 | 00018577 | PRADEEP RAMWILAS RATHI | Non-Executive - Non Independent Director | Member | 23-05-2014 | ||
| 3 | 00018628 | RAJESH BALKRISHNA RATHI | Executive Director | Member | 04-08-2017 | ||
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 | 00403834 | DARA N DAMANIA | Non-Executive - Independent Director | Chairperson | 13-11-2014 | ||
| 2 | 00001207 | S PADMANABHAN | Non-Executive - Independent Director | Member | 14-11-2014 | ||
| 3 | 00568298 | NARESH RAISINGHANI | Non-Executive - Independent Director | Member | 30-01-2016 | ||
| 4 | 02599310 | SHUBHALAKSHMI PANSE | Non-Executive - Independent Director | Member | 30-01-2016 | ||
| 5 | 00018577 | PRADEEP RAMWILAS RATHI | Non-Executive - Non Independent Director | Member | 14-11-2014 | ||
| 6 | 00018628 | RAJESH BALKRISHNA RATHI | Executive Director | Member | 14-11-2014 | ||
| 7 | 08140194 | ASHISH VIJ | Executive Director | Member | 14-11-2014 | ||
| 8 | 00000000 | NILKANTH NATU | Chief Financial Officer | Member | 07-08-2020 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | Mr. Nilkanth Natu is not a Director of the Company but he is acting as a Member of the Risk Management Committee. |
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 | 00137326 | RATI F FORBES | Non-Executive - Independent Director | Chairperson | 23-05-2014 | ||
| 2 | 00018577 | PRADEEP RAMWILAS RATHI | Non-Executive - Non Independent Director | Member | 23-05-2014 | ||
| 3 | 00018628 | RAJESH BALKRISHNA RATHI | Executive Director | Member | 23-05-2014 | ||
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) | 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 | 05-04-2023 | Yes | 11 | 9 | 5 | |||
| 2 | 23-05-2023 | 47 | Yes | 11 | 11 | 7 | ||
| 3 | 08-08-2023 | 76 | Yes | 11 | 11 | 7 | ||
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 | 23-05-2023 | Yes | 4 | 3 | 3 | 0 | |||
| 2 | Audit Committee | 08-08-2023 | 76 | Yes | 4 | 4 | 4 | 0 | ||
| 3 | Nomination and remuneration committee | 15-05-2023 | Yes | 4 | 4 | 4 | 0 | |||
| 4 | Nomination and remuneration committee | 27-09-2023 | 134 | Yes | 4 | 4 | 4 | 0 | ||
| 5 | Risk Management Committee | 23-08-2023 | Yes | 7 | 6 | 4 | 1 | |||
| 6 | Corporate Social Responsibility Committee | 15-05-2023 | Yes | 3 | 3 | 1 | 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 | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes of material transaction with related party | Textual Information(1) | ||
Text Block | |
| Textual Information(1) | During the quarter ended 30th September, 2023, there was no occasion for securing approval from shareholders. |
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) | Yes |
| 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 | MANDAR VELANKAR |
| 2 | Designation | Company Secretary and Compliance Officer |
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 | |
| Any other information to be provided | Textual Information(1) | |||
Text Block | |||
| Textual Information(1) | Since Company does not have a material subsidiary Company, the Company was not required to include Secretarial Audit report of material subsidiary as per Listing Regulations. | ||
Annexure III | ||
| 1 | Name of signatory | MANDAR VELANKAR |
| 2 | Designation | Company 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) | Based on Guidance Note issued by National Stock Exchange of India Limited
(NSE), Disclosure under Annexure IV of the format of Compliance
report on Corporate Governance by the Listed Entities as per the SEBI Circular
SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May 31, 2021, excludes any loan (or other
form of debt), guarantee / comfort letter (by whatever name called) or security
provided in connection with any loan or any other form of debt; by
the listed entity to/for its subsidiary and joint-venture company whose accounts
are consolidated with the listed entity. In view of the same, details of
loans/guarantees given to subsidiaries (whose accounts are consolidated with the
Company) have not been disclosed. |
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 | |||
Signatory Details | |
| Name of signatory | MANDAR VELANKAR |
| Designation of person | Company Secretary and Compliance Officer |
| Place | PUNE |
| Date | 19-10-2023 |