General information about company | |
| Scrip code | 509055 |
| Name of the entity | VISAKA INDUSTRIES LIMITED |
| Date of start of financial year | 01-04-2016 |
| Date of end of financial year | 31-03-2017 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2017 |
| 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 | ||||||||||||||
| 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 | Bhagirat B. Merchant | AAAPM9392B | 00375025 | Non-Executive - Independent Director | Chairperson | 01-04-2014 | 60 | 1 | 0 | 1 | |||
| 2 | Mr | Dr. G. Vivekanand | ACVPG2011Q | 00011684 | Non-Executive - Non Independent Director | Not Applicable | 26-10-2009 | 2 | 1 | 0 | ||||
| 3 | Mrs | G. Saroja Vivekanand | AFSPG1566L | 00012994 | Executive Director | Not Applicable | 24-10-2014 | 1 | 2 | 0 | ||||
| 4 | Mr | G. Vamsi Krishna | ARKPK1655L | 03544943 | Executive Director | Not Applicable | 01-06-2014 | 1 | 0 | 0 | ||||
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 |
| 5 | Mr | V. Vallinath | ABOPV4328D | 06947291 | Executive Director | Not Applicable | 09-09-2014 | 1 | 0 | 0 | ||||
| 6 | Mr | J.P. Rao | ADQPJ4351A | 03575950 | Executive Director | Not Applicable | 07-05-2015 | 1 | 0 | 0 | ||||
| 7 | Mr | Nagam Krishna Rao | AAUPN8053C | 00015367 | Non-Executive - Non Independent Director | Not Applicable | 01-04-2014 | 1 | 0 | 0 | ||||
| 8 | Mr | Gusti J. Noria | ABFPN1327H | 00015561 | Non-Executive - Independent Director | Not Applicable | 01-04-2014 | 60 | 1 | 1 | 0 | |||
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 |
| 9 | Mr | V. Pattabhi | AAVPV9176F | 00200157 | Non-Executive - Independent Director | Not Applicable | 01-04-2014 | 60 | 2 | 1 | 3 | |||
| 10 | Mr | P. Abraham | AAJPP1714D | 00280426 | Non-Executive - Independent Director | Not Applicable | 01-04-2014 | 60 | 2 | 1 | 0 | |||
| 11 | Mr | P. Srikar Reddy | AAJPR9128H | 00001401 | Non-Executive - Independent Director | Not Applicable | 06-09-2014 | 60 | 2 | 2 | 0 | |||
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 | Yes | ||||
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 1 | Audit Committee | Shri Bhagirath B Merchant | Non-Executive - Independent Director | Chairperson | |
| 2 | Audit Committee | Shri V Pattabhi | Non-Executive - Independent Director | Member | |
| 3 | Audit Committee | Shri Gusti J Noria | Non-Executive - Independent Director | Member | |
| 4 | Audit Committee | Smt. G. Saroja Vivekanand | Executive Director | Member | |
| 5 | Nomination and remuneration committee | Shri Gusti J Noria | Non-Executive - Independent Director | Chairperson | |
| 6 | Nomination and remuneration committee | Shri Bhagirath B Merchant | Non-Executive - Independent Director | Member | |
| 7 | Nomination and remuneration committee | Shri V. Pattabhi | Non-Executive - Independent Director | Member | |
| 8 | Stakeholders Relationship Committee | Shri. V. Pattabhi | Non-Executive - Independent Director | Chairperson | |
| 9 | Stakeholders Relationship Committee | Dr.G.Vivekanand | Non-Executive - Non Independent Director | Member | |
| 10 | Stakeholders Relationship Committee | Smt.G.Saroja Vivekanand | Executive Director | Member | |
Annexure 1 | |||||
II. Composition of Committees | |||||
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 11 | Corporate Social Responsibility Committee | Shri. Gusti J. Noria | Non-Executive - Independent Director | Chairperson | |
| 12 | Corporate Social Responsibility Committee | Dr.G.Vivekanand | Non-Executive - Non Independent Director | Member | |
| 13 | Corporate Social Responsibility Committee | Smt.G.Saroja Vivekanand | Non-Executive - Non Independent Director | Member | |
| 14 | Corporate Social Responsibility Committee | Shri V. Pattabhi | Non-Executive - Independent Director | Member | |
| 15 | Corporate Social Responsibility Committee | Shri. J.P.Rao | Executive Director | Member | |
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 | 25-10-2016 | ||
| 2 | 13-02-2017 | 110 | |
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 | 13-02-2017 | Yes | Quorum Met | 25-10-2016 | 110 | |
| 2 | Corporate Social Responsibility Committee | 13-02-2017 | Yes | Quorum Met | |||
| 3 | Stakeholders Relationship Committee | 11-01-2017 | Yes | Quorum Met | 10-10-2016 | ||
| 4 | Stakeholders Relationship Committee | 30-03-2017 | Yes | Quorum Met | |||
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 | NA | |
| 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 | NA | |
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.visaka.co | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.visaka.co | |
| 3 | Composition of various committees of board of directors | Yes | www.visaka.co | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.visaka.co | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.visaka.co | |
| 6 | Criteria of making payments to non-executive directors | No | It has been provided in annual report | |
| 7 | Policy on dealing with related party transactions | Yes | www.visaka.co | |
| 8 | Policy for determining ‘material’ subsidiaries | NA | ||
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.visaka.co | |
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.visaka.co | |
| 11 | email address for grievance redressal and other relevant details | Yes | www.visaka.co | |
| 12 | Financial results | Yes | www.visaka.co | |
| 13 | Shareholding pattern | Yes | www.visaka.co | |
| 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 | NA | ||
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) | NA | |
| 20 | Approval for material related party transactions | 23(4) | NA | |
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 | |||
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 | |||
Signatory Details | |
| Name of signatory | I.SRINIVAS |
| Designation of person | Company Secretary |
| Place | SECUNDERABAD |
| Date | 14-04-2017 |