General information about company | |
| Scrip code | 539378 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE848R01018 |
| Name of the entity | Soni Medicare Ltd |
| Date of start of financial year | 01-04-2018 |
| Date of end of financial year | 31-03-2019 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2018 |
| Risk management committee | Not Applicable |
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) | ||||||||||||||
| 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 for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Bimal Roy Soni | AFPPS1588H | 00716246 | Executive Director | Chairperson | MD | 26-09-2017 | 12 | 1 | 0 | 0 | |||
| 2 | Mr | Mahavir Prasad Yadav | AARPY8838K | 05249381 | Non-Executive - Independent Director | Not Applicable | 30-09-2015 | 36 | 1 | 2 | 1 | ||||
| 3 | Mr | Sumer Chand Jain | ACUPJ8426H | 00254274 | Non-Executive - Independent Director | Not Applicable | 20-02-2003 | 187 | 1 | 1 | 0 | ||||
| 4 | Mrs | Anju Soni | AFPPS1706M | 00716193 | Non-Executive - Non Independent Director | Not Applicable | 02-08-1988 | 361 | 1 | 2 | 1 | ||||
Annexure I | |||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||
I. Composition of Board of Directors | |||||||||||||||
| 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 for not providing PAN | Notes for not providing DIN |
| 5 | Mrs | Mamta Sharma | AHXPS6519E | 07060149 | Non-Executive - Independent Director | Not Applicable | 30-09-2015 | 36 | 1 | 2 | 0 | ||||
Text Block | |
| Textual Information(1) | Mr. Bimal Roy Soni originally appointed as director on dated 02-08-1988 and re-designated as Managing Director on dated 26-09-2017 Mr. MAHAVIR PRASAD YADAV is Chairperson of Audit Committee and Member of Nomination and Remuneration committee and Stakeholder Committee Mr. SUMER CHAND JAIN is Chairman of Nomination and Remuneration committee and Member of Stakeholder Committee Mrs. ANJU SONI is member of the Audit Committee and Nomination and Remuneration Committee and Chairperson of Stakeholders Committee Mrs. MAMTA SHARMA is member of Audit Committee, Nomination and Remuneration committee and Stakeholder Committee |
Annexure 1 | ||||||
II. Composition of Committees | ||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | |||||
| Is there any change in information of committees compare to previous quarter | Yes | |||||
Annexure 1 Text Block | |||||||||||||||||||||||||||||||||||||
| Textual Information(1) |
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Audit Committee Details | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Remarks | |
| 1 | 05249381 | Mahavir Prasad Yadav | Non-Executive - Independent Director | Chairperson | ||
| 2 | 00716193 | Anju Soni | Non-Executive - Non Independent Director | Member | ||
| 3 | 07060149 | Mamta Sharma | Non-Executive - Independent Director | Member | ||
Nomination and remuneration committee | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Remarks | |
| 1 | 00254274 | Sumer Chand Jain | Non-Executive - Independent Director | Chairperson | ||
| 2 | 05249381 | Mahavir Prasad Yadav | Non-Executive - Independent Director | Member | ||
| 3 | 07060149 | Mamta Sharma | Non-Executive - Independent Director | Member | ||
| 4 | 00716193 | Anju Soni | 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 | 00716193 | Anju Soni | Non-Executive - Non Independent Director | Chairperson | ||
| 2 | 00254274 | Sumer Chand Jain | Non-Executive - Independent Director | Member | ||
| 3 | 05249381 | Mahavir Prasad Yadav | Non-Executive - Independent Director | Member | ||
| 4 | 07060149 | Mamta Sharma | Non-Executive - 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 | Textual Information(1) | ||
| 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 | 28-05-2018 | ||
| 2 | 14-08-2018 | 77 | |
| 3 | 03-09-2018 | 19 | |
Text Block | |
| Textual Information(1) | 1. The Board at its meeting on 14th August, 2018, has considered the below mentioned business: a) Confirm and approve the minutes of the previous meeting of Audit Committee
b) Confirm and approve the minutes of the previous meeting of Board of Directors
c) Confirm and approve the minutes of the previous meeting Nomination and Remuneration Committee held on 02nd August, 2018
d) Consider and approve the proceedings of the meeting of Audit Committee members
e) Approve the Unaudited financial results for the quarter ended 30th June, 2018 along with Limited Review Report of the auditors.
f) To take on record the certified share capital audit from PCS for the quarter ended 30th June, 2018
g) Take note of Corporate Governance Report for the quarter ended 30th June, 2018
h) To take note of the Shareholding Pattern as per Regulation 31 for the quarter ended 30th June, 2018.
i) To accept and take note of the resignation of Ms. Aakansha Khandelwal as Company Secretary and Compliance Officer of the Company.
j) To consider and approve the appointment of Ms. Pooja Sharma as Company Secretary and Compliance Officer of the Company.
k) In all the above meeting quorum was duly met
2. The Board at its meeting on 03rd September, 2018, has considered the below mentioned business: a) To confirm and approve the minutes of the previous meeting of board of directors held on 14th August, 2018. b) To confirm and approve the minutes of the previous meeting of Audit Committee held on 14th August, 2018. c) To consider the proceedings of Audit Committee Meeting held on 03rd September, 2018
d) To consider the proceedings of Nomination and Remuneration Committee held on 03rd September, 2018
e) To consider & recommend ratification of appointment of M/s A. NATANI & COMPANY, Chartered Accountant as Statutory Auditor of the Company
f) To consider & approve the Notice of 30th Annual General Meeting of the Company along with fixing of date of Book closure and e-voting period
g) To consider & approve Board Report for the FY 2017-18 along with its annexure
h) To consider and approve appointment of Scrutinizer (Postal Ballot/ e- voting)
i) In all the above meeting quorum was duly met
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Annexure 1 | |||||||
IV. Meeting of Committees | |||||||
| Disclosure of notes on meeting of committees explanatory | Textual Information(1) | ||||||
| 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 | 14-08-2018 | Yes | 3 | 28-05-2018 | 77 | |
| 2 | Audit Committee | 03-09-2018 | Yes | 3 | |||
| 3 | Nomination and remuneration committee | 02-08-2018 | Yes | 4 | |||
| 4 | Nomination and remuneration committee | 03-09-2018 | Yes | 4 | |||
Text Block | |
| Textual Information(1) | 1. Audit Committee meeting was held on 14-08-2018 To approve the standalone unaudited financial results for the quarter ended on 30th June, 2018 along with the limited review report. 2. Audit Committee meeting was held on 03-09-2018 To consider & recommend ratification of appointment of M/s A. NATANI & COMPANY, Chartered Accountant as Statutory Auditor of the Company 3. Nomination and Remuneration Committee meeting was held on 02-08-2018 a) To accept and take note of the resignation of Ms. Aakansha Khandelwal as Company Secretary and Compliance Officer of the Company. b) To consider and approve the appointment of Ms. Pooja Sharma as Company Secretary and Compliance Officer of the Company. 4. Nomination and Remuneration Committee meeting was held on 03-09-2018 To appoint a director in place of Mrs. Anju Soni (DIN: 00716193), who retires by rotation, and being eligible offers herself for re-appointment.
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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 on related party transactions | Textual Information(1) | ||
| Disclosure of notes of material transaction with related party | Textual Information(2) | ||
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| Textual Information(1) |
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| Textual Information(2) |
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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) | No |
| 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 | POOJA SHARMA |
| 2 | Designation | Company Secretary |
Text Block |
Annexure III | ||||
Annexure III to be submitted by listed entity at the end of 6 months after end of financial year along-with second quarter report of next financial year | ||||
I. Affirmations | ||||
| Sr | Broad heading | 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 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
Annexure III | ||
| 1 | Name of signatory | POOJA SHARMA |
| 2 | Designation | Company Secretary |
Signatory Details | |
| Name of signatory | POOJA SHARMA |
| Designation of person | Company Secretary |
| Place | JAIPUR |
| Date | 12-10-2018 |