| General information about company | |
| Scrip code | 519238 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE233P01017 |
| Name of the entity | Saptarishi Agro Industries Limited |
| Date of start of financial year | 01-04-2018 |
| Date of end of financial year | 31-03-2019 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2019 |
| Risk management committee | Not Applicable |
CG Report
| 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 | |||||||||||||||
| Wether the listed entity has a Regular Chairperson | 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 | Krunal Ravjibhai Patel | AMCPP7911K | 02517567 | Executive Director | Chairperson related to Promoter | 02-08-2017 | 1 | 1 | 0 | |||||
| 2 | Mr | Rushabh Ravjibhai Patel | AULPP4748B | 02721107 | Executive Director | Not Applicable | MD | 02-08-2017 | 1 | 0 | 0 | ||||
| 3 | Mr | Ravjibhai Nagarbhai Patel | AALPP3707C | 00310385 | Non-Executive – Non Independent Director | Not Applicable | 02-08-2017 | 1 | 0 | 0 | |||||
| 4 | Mr | Janayash Nareshbhai Desai | AELPD4458E | 00387060 | Executive Director | Not Applicable | 13-11-2017 | 1 | 1 | 0 |
| 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 | |||||||||||||||
| 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 | Mr | Bangaru Ramakrishnan | AFTPR2356E | 00182214 | Non-Executive – Nominee Director | Not Applicable | 30-07-2005 | 3 | 3 | 0 | |||||
| 6 | Mr | Arvind Kumar Kalra | AAMPK0864C | 00577625 | Non-Executive – Non Independent Director | Not Applicable | 29-08-2003 | 1 | 0 | 0 | |||||
| 7 | Mr | Divyakant Ramniklal Zaveri | AABPZ5582H | 01382184 | Non-Executive – Independent Director | Not Applicable | 11-02-2019 | 60 | 3 | 5 | 3 | ||||
| 8 | Mr | Rajendra Prasad Tewari | AAEPT8126A | 02526495 | Non-Executive – Independent Director | Not Applicable | 29-09-2014 | 60 | 1 | 0 | 0 |
| 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 | |||||||||||||||
| 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 |
| 9 | Mr | Devendrakumar Harilal Patel | AGMPP2099L | 07684123 | Non-Executive – Independent Director | Not Applicable | 28-09-2018 | 60 | 1 | 1 | 0 | ||||
| 10 | Mr | Bipin Javanlal Parekh | AAWPP0398Q | 07927616 | Non-Executive – Independent Director | Not Applicable | 28-09-2018 | 60 | 1 | 0 | 0 | ||||
| 11 | Ms | Vaibhavi Ashhish Patel | EFNPP8126N | 08284892 | Non-Executive – Independent Director | Not Applicable | 02-11-2018 | 60 | 1 | 0 | 0 | ||||
| 12 | Mr | Rishi Bhootra | AENPB1701J | 08285440 | Non-Executive – Independent Director | Not Applicable | 02-11-2018 | 60 | 1 | 2 | 1 |
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 | 01382184 | Divyakant Ramniklal Zaveri | Non-Executive – Independent Director | Chairperson | 11-02-2019 | ||
| 2 | 00182214 | Bangaru Ramakrishnan | Non-Executive – Nominee Director | Member | 30-07-2005 | ||
| 3 | 07684123 | Devendrakumar Harilal Patel | Non-Executive – Independent Director | Member | 28-09-2018 | ||
| 4 | 08285440 | Rishi Bhootra | Non-Executive – Independent Director | Member | 02-11-2018 | ||
| 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 | 07927616 | Bipin Javanlal Parekh | Non-Executive – Independent Director | Chairperson | 28-09-2018 | ||
| 2 | 00182214 | Bangaru Ramakrishnan | Non-Executive – Nominee Director | Member | 30-07-2005 | ||
| 3 | 01382184 | Divyakant Ramniklal Zaveri | Non-Executive – Independent Director | Member | 11-02-2019 | ||
| 4 | 00310385 | Ravjibhai Nagarbhai Patel | Non-Executive – Non Independent Director | Member | 02-08-2017 |
| 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 | 08285440 | Rishi Bhootra | Non-Executive – Independent Director | Chairperson | 02-11-2018 | ||
| 2 | 02517567 | Krunal Ravjibhai Patel | Executive Director | Member | 02-08-2017 | ||
| 3 | 00387060 | Janayash Nareshbhai Desai | Executive Director | Member | 13-11-2017 |
| Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
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 |
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 |
| 1 | 02-11-2018 | |||
| 2 | 11-02-2019 | 100 |
| 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 | Reson for not providing date |
| 1 | Audit Committee | 11-02-2019 | Yes | 02-11-2018 | 100 | |||
| 2 | Nomination and remuneration committee | 11-02-2019 | Yes | 02-11-2018 | 100 |
| 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 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Rushabh Ravjibhai Patel |
| 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 | https://www.saptarishiagro.com/ | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://www.saptarishiagro.com/ | |
| 3 | Composition of various committees of board of directors | Yes | https://www.saptarishiagro.com/ | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://www.saptarishiagro.com/ | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | NA | ||
| 6 | Criteria of making payments to non-executive directors | NA | ||
| 7 | Policy on dealing with related party transactions | NA | ||
| 8 | Policy for determining ‘material’ subsidiaries | NA | ||
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://www.saptarishiagro.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 | https://www.saptarishiagro.com/contact/ | |
| 11 | email address for grievance redressal and other relevant details | Yes | https://www.saptarishiagro.com/contact/ | |
| 12 | Financial results | Yes | https://www.saptarishiagro.com/financial-reports/ | |
| 13 | Shareholding pattern | Yes | https://www.saptarishiagro.com/shareholders-information/ | |
| 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) | NA | |
| 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) | 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. |
| 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 | NA | |
| 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) | 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) | NA | |
| 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 | Rushabh Ravjibhai Patel |
| 2 | Designation | Managing Director |
| 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 | Rushabh Ravjibhai Patel |
| 2 | Designation | Managing Director |
| Signatory Details | |
| Name of signatory | Rushabh Ravjibhai Patel |
| Designation of person | Managing Director |
| Place | Ahmedabad |
| Date | 11-04-2019 |
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