Annexure I

MSEI Symbol

Annexure I

Annexure 1

Annexure 1

Annexure 1

Annexure 1

Annexure 1

Annexure 1

Annexure II

Annexure II

Annexure II

Annexure II

Annexure II

Annexure II

Annexure II

Annexure II

Signatory Details

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

II. Composition of Committees

Audit Committee Details

Nomination and remuneration committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Other Committee

Annexure 1

III. Meeting of Board of Directors

IV. Meeting of Committees

V. Related Party Transactions

VI. Affirmations

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

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

II. Annual Affirmations

II. Annual Affirmations

II. Annual Affirmations

III. Affirmations

MSEI Symbol
Scrip code	531893
NSE Symbol
MSEI Symbol
ISIN	INE248B01015
Name of the entity	SAWACA BSUINESS MACHINES LIMITED
Date of start of financial year	01-04-2017
Date of end of financial year	31-03-2018
Reporting Quarter	Yearly
Date of Report	31-03-2018
Risk management committee	Not Applicable

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

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of 
cessationTenure 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 for not providing PANNotes for not providing DIN

SHETAL S SHAH

ANYPS3796C

02148909

Executive Director

Chairperson

27-03-2015

VISHAL SHAH

AJWPS2689A

02148899

Non-Executive - Non Independent Director

Not Applicable

26-02-2016

VIJAYBHAI SHAH

BERPS9611D

07445515

Non-Executive - Independent Director

Not Applicable

26-02-2016

Mrs

LILABEN AGAJA

AKLPA8454F

07124191

Non-Executive - Independent Director

Not Applicable

27-03-2015

Audit Committee Details
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Remarks
1	07445515	VIJAYBHAI SHAH	Non-Executive - Independent Director	Chairperson
2	07124191	LILABEN AGAJA	Non-Executive - Independent Director	Member
3	02148899	VISHALBHAI SHAH	Non-Executive - Non Independent Director	Member

Nomination and remuneration committee
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Remarks
1	07445515	VIJAYBHAI SHAH	Non-Executive - Independent Director	Chairperson
2	07124191	LILABEN AGAJA	Non-Executive - Independent Director	Member
3	02148899	VISHALBHAI SHAH	Non-Executive - Non Independent Director	Member

Stakeholders Relationship Committee
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Remarks
1	07445515	VIJAYBHAI SHAH	Non-Executive - Independent Director	Chairperson
2	07124191	LILABEN AGAJA	Non-Executive - Independent Director	Member
3	02148899	VISHALBHAI SHAH	Non-Executive - Non Independent Director	Member

Risk Management Committee
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Remarks

Corporate Social Responsibility Committee
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Remarks

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)
1	14-11-2017
2		14-02-2018	91

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	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	14-02-2018	Yes		14-11-2017	91
2	Nomination and remuneration committee	14-02-2018	Yes		14-11-2017	91
3	Stakeholders Relationship Committee	14-02-2018	Yes		14-11-2017	91

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

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 1
Sr	Subject	Compliance status
1	Name of signatory	SHETAL SHAH
2	Designation	Managing Director

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.
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)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Review of Compliance Reports	17(3)	Yes
5	Plans for orderly succession for appointments	17(4)	Yes
6	Code of Conduct	17(5)	Yes
7	Fees/compensation	17(6)	Yes
8	Minimum Information	17(7)	Yes
9	Compliance Certificate	17(8)	Yes
10	Risk Assessment & Management	17(9)	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	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

Annexure II
1	Name of signatory
2	Designation

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	SHETAL SHAH
2	Designation	Managing Director

Signatory Details
Name of signatory	SHETAL SHAH
Designation of person	Managing Director
Place	AHMEDABAD
Date	13-04-2018

Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory

Is there any change in information of committees compare to previous quarter