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 | |
| Is there any change in information of board of directors compare to previous quarter | Yes |
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of appointment in the current term | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 25(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 |
| 1 | Mr | SHETAL S SHAH | ANYPS3796C | 02148909 | Executive Director | Chairperson | MD | 27-03-2015 | | | 1 | 0 | 0 | |
| 2 | Mr | VISHAL SHAH | AJWPS2689A | 02148899 | Non-Executive - Non Independent Director | Not Applicable | Shareholder Director | 26-02-2016 | | | 1 | 3 | 0 | |
| 3 | Mr | VIJAYBHAI SHAH | BERPS9611D | 07445515 | Non-Executive - Independent Director | Not Applicable | Shareholder Director | 26-02-2016 | | 60 | 1 | 3 | 3 | |
| 4 | Mrs | LILABEN AGAJA | AKLPA8454F | 07124191 | Non-Executive - Independent Director | Not Applicable | Shareholder Director | 27-03-2015 | | 60 | 1 | 3 | 0 | |
Annexure 1 |
IV. Meeting of Committees |
| Disclosure of notes on meeting of committees explanatory | |
| Sr | Name of Committee | Date(s) of meeting of the committee in the relevant quarter | Whether requirement of Quorum met (Yes/No) | Requirement of Quorum met (details) | Date(s) of meeting of the committee in the previous quarter | Maximum gap between any two consecutive meetings (in number of days) | Name of other committee |
| 1 | Audit Committee | 10-02-2017 | Yes | | 14-11-2016 | 87 | |
| 2 | Nomination and remuneration committee | 10-02-2017 | Yes | | 14-11-2016 | 87 | |
| 3 | Stakeholders Relationship Committee | 10-02-2017 | Yes | | 14-11-2016 | 87 | |
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 100 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 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.sawacabusiness.com |
| 2 | Terms and conditions of appointment of independent directors | Yes | | www.sawacabusiness.com |
| 3 | Composition of various committees of board of directors | Yes | | www.sawacabusiness.com |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | www.sawacabusiness.com |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.sawacabusiness.com |
| 6 | Criteria of making payments to non-executive directors | Yes | | www.sawacabusiness.com |
| 7 | Policy on dealing with related party transactions | Yes | | www.sawacabusiness.com |
| 8 | Policy for determining ‘material’ subsidiaries | NA | | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | www.sawacabusiness.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.sawacabusiness.com |
| 11 | email address for grievance redressal and other relevant details | Yes | | www.sawacabusiness.com |
| 12 | Financial results | Yes | | www.sawacabusiness.com |
| 13 | Shareholding pattern | Yes | | www.sawacabusiness.com |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
| 15 | New name and the old name of the listed entity | Yes | | www.sawacabusiness.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. |
| 11 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 12 | Composition of Audit Committee | 18(1) | Yes | |
| 13 | Meeting of Audit Committee | 18(2) | Yes | |
| 14 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 15 | Composition of Stakeholder Relationship Committee | 20(1) & (2) | Yes | |
| 16 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 17 | Vigil Mechanism | 22 | Yes | |
| 18 | Policy for related party Transaction | 23(1),(5),(6),(7) & (8) | Yes | |
| 19 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 20 | Approval for material related party transactions | 23(4) | 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 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 22 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 23 | Maximum Directorship & Tenure | 25(1) & (2) | Yes | |
| 24 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 25 | Familiarization of independent directors | 25(7) | Yes | |
| 26 | Memberships in Committees | 26(1) | Yes | |
| 27 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 28 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 29 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | |