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) |
Whether the listed entity has a Regular Chairperson | Yes |
Whether Chairperson is related to MD or CEO | 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 Birth |
1 | Mr | Subhash Chand Aggarwal | AAJPA9387K | 00003267 | Executive Director | Chairperson | MD | 02-07-1956 |
2 | Mr | Mahesh Chand Gupta | AAAPG3736D | 00003082 | Executive Director | Not Applicable | MD | 30-01-1957 |
3 | Mr | Ajay Garg | ABXPA2346P | 00003166 | Executive Director | Not Applicable | CEO | 31-12-1973 |
4 | Mr | Anurag Bansal | AAAPB5180A | 00003294 | Executive Director | Not Applicable | | 21-04-1975 |
5 | Mr | Chandra Wadhwa | AAAPW5444L | 00764576 | Non-Executive - Independent Director | Not Applicable | | 06-06-1958 |
6 | Mr | Naveen ND Gupta | AEQPG6833D | 00271748 | Non-Executive - Independent Director | Not Applicable | | 08-11-1972 |
7 | Mr | Hari Das Khunteta | AAHPK9670R | 00061925 | Non-Executive - Independent Director | Not Applicable | | 20-07-1952 |
8 | Mr | Kundan Mal Agarwal | AAKPA5644C | 00043115 | Non-Executive - Independent Director | Not Applicable | | 05-03-1949 |
9 | Mrs | Madhu Vij | AADPV0701A | 00025006 | Non-Executive - Independent Director | Not Applicable | | 16-07-1955 |
10 | Mr | Himanshu Gupta | AIEPG2872J | 03187614 | Non-Executive - Non Independent Director | Not Applicable | | 20-11-1986 |
11 | Mrs | Shruti Aggarwal | APZPA8483R | 06886453 | Executive Director | Not Applicable | | 20-04-1991 |
12 | Mr | Narendra Kumar | ABNPK8802G | 02307690 | Non-Executive - Independent Director | Not Applicable | | 10-07-1957 |
13 | Mr | Gobind Ram Choudhary | ACDPC1849C | 01104704 | Non-Executive - Independent Director | Not Applicable | | 15-03-1966 |
14 | Mr | Dinesh Kumar Sarraf | AABPS4573P | 00147870 | Non-Executive - Independent Director | Not Applicable | | 03-09-1957 |
15 | Mr | Hemant Bhargava | ACOPB2688P | 01922717 | Non-Executive - Independent Director | Not Applicable | | 20-07-1959 |
16 | Ms | Neeru Abrol | AAAPA0048G | 01279485 | Non-Executive - Independent Director | Not Applicable | | 07-02-1955 |
I. Composition of Board of Directors |
Sr | Whether special resolution passed?
[Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of
cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | 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) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
1 | NA | | 19-12-1994 | 29-01-2020 | | | 1 | 0 | 0 | 0 | | | |
2 | NA | | 01-09-2007 | 01-09-2022 | | | 1 | 0 | 0 | 0 | | | |
3 | NA | | 28-03-2009 | 14-05-2018 | | | 1 | 0 | 0 | 0 | | | |
4 | NA | | 28-03-2009 | 28-03-2019 | | | 1 | 0 | 1 | 0 | | | |
5 | NA | | 01-04-2014 | 01-04-2019 | 31-03-2024 | 120 | 2 | 2 | 2 | 1 | Tenure Completion | | |
6 | NA | | 31-01-2018 | 31-01-2023 | | 74 | 1 | 1 | 1 | 0 | | | |
7 | NA | | 01-04-2014 | 01-04-2019 | 31-03-2024 | 120 | 1 | 1 | 2 | 1 | Tenure Completion | | |
8 | Yes | 28-09-2019 | 01-04-2014 | 01-04-2019 | 31-03-2024 | 120 | 2 | 2 | 3 | 2 | Tenure Completion | | |
9 | NA | | 01-04-2014 | 01-04-2019 | 31-03-2024 | 120 | 2 | 2 | 1 | 0 | Tenure Completion | | |
10 | NA | | 21-02-2018 | 21-02-2018 | | | 1 | 0 | 0 | 0 | | | |
11 | NA | | 16-06-2017 | 09-08-2023 | | | 1 | 0 | 0 | 0 | | | |
12 | NA | | 16-09-2022 | 16-09-2022 | | 18 | 2 | 2 | 1 | 0 | | | |
13 | NA | | 22-06-2023 | 22-06-2023 | | 9 | 1 | 1 | 0 | 0 | | | |
14 | NA | | 09-08-2023 | 09-08-2023 | | 7 | 1 | 1 | 0 | 0 | | | |
15 | NA | | 09-08-2023 | 09-08-2023 | | 7 | 4 | 3 | 3 | 1 | | | |
16 | NA | | 30-03-2024 | 30-03-2024 | | 0 | 4 | 4 | 4 | 1 | | | |
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) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present*
(All directors including Independent Director) | No. of Independent Directors attending the meeting* |
1 | 07-11-2023 | | | | Yes | 15 | 14 | 8 |
2 | | 05-02-2024 | 89 | | Yes | 15 | 14 | 8 |
3 | | 30-03-2024 | 53 | | Yes | 15 | 14 | 9 |
Annexure 1 |
IV. Meeting of Committees |
Disclosure of notes on meeting of committees explanatory | |
Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
1 | Audit Committee | 07-11-2023 | | | | Yes | 3 | 3 | 3 | 0 |
2 | Audit Committee | 05-02-2024 | 89 | | | Yes | 3 | 3 | 3 | 0 |
3 | Audit Committee | 30-03-2024 | 53 | | | Yes | 3 | 3 | 3 | 0 |
4 | Stakeholders Relationship Committee | 07-11-2023 | | | | Yes | 3 | 3 | 2 | 0 |
5 | Stakeholders Relationship Committee | 05-02-2024 | 89 | | | Yes | 3 | 3 | 2 | 0 |
6 | Nomination and remuneration committee | 05-02-2024 | | | | Yes | 3 | 3 | 3 | 0 |
Annexure 1 |
IV. Meeting of Committees |
Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
7 | Nomination and remuneration committee | 30-03-2024 | 53 | | | Yes | 3 | 3 | 3 | 0 |
8 | Corporate Social Responsibility Committee | 05-02-2024 | | | | Yes | 3 | 3 | 1 | 0 |
9 | Risk Management Committee | 08-01-2024 | | | | Yes | 4 | 4 | 1 | 0 |
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 1000 listed entities) | Yes |
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 | | https://smcindiaonline.com/index.php/about-us/ |
2 | Terms and conditions of appointment of independent directors | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/Appointment-letter-of-IDs-revised-2.pdf |
3 | Composition of various committees of board of directors | Yes | | https://smcindiaonline.com/index.php/investors/ |
4 | Code of conduct of board of directors and senior management personnel | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/Code-of-Conduct-1.pdf |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/VIGIL-MECHANISM-POLICY.pdf |
6 | Criteria of making payments to non-executive directors | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/CRITERIA-FOR-MAKING-PAYMENTS-TO-NED.pdf |
7 | Policy on dealing with related party transactions | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/POLICY-ON-RELATED-PARTY-TRANSACTIONS-1.pdf |
8 | Policy for determining ‘material’ subsidiaries | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARY-COMPANIES.pdf |
9 | Details of familiarization programmes imparted to independent directors | Yes | | https://smcindiaonline.com/wp-content/uploads/2024/04/DETAILS-OF-FAMILARISATION-PROGRAMME-2023-24.pdf |
10 | Email address for grievance redressal and other relevant details | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/2.-GENERAL-GRIEVANCE-REDRESSAL.pdf |
11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/2.-GENERAL-GRIEVANCE-REDRESSAL.pdf |
12 | Financial results | Yes | | https://smcindiaonline.com/index.php/investors/ |
13 | Shareholding pattern | Yes | | https://smcindiaonline.com/index.php/investors/ |
14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
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 |
15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | | https://smcindiaonline.com/index.php/investors/ |
15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | | https://smcindiaonline.com/index.php/investors/ |
16 | New name and the old name of the listed entity | NA | | |
17 | Advertisements as per regulation 47 (1) | Yes | | https://smcindiaonline.com/index.php/investors/ |
18 | Credit rating or revision in credit rating obtained | Yes | | https://smcindiaonline.com/index.php/investors/ |
19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | | https://smcindiaonline.com/index.php/investors/ |
20 | Secretarial Compliance Report | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/Annual-Secretarial-Compliance-Report-2023.pdf |
21 | Materiality Policy as per Regulation 30 (4) | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/Policy-for-Determining-Materiality-for-Disclosures.pdf |
22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/Policy-for-Determining-Materiality-for-Disclosures.pdf |
23 | Disclosures under regulation 30(8) | Yes | | https://smcindiaonline.com/index.php/investors/ |
24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | | |
25 | Dividend Distribution policy as per Regulation 43A(1) | Yes | | https://smcindiaonline.com/wp-content/uploads/2021/09/DIVIDEND-DISTRIBUTION-POLICY.pdf |
26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | | https://smcindiaonline.com/index.php/investors/ |
27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | | https://smcindiaonline.com/index.php/investors/ |
28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | | https://smcindiaonline.com/index.php/investors/ |
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 | Risk Assessment & Management | 17(9) | Yes | |
12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
13 | Recommendation of Board | 17(11) | Yes | |
14 | Maximum number of Directorships | 17A | Yes | |
15 | Composition of Audit Committee | 18(1) | Yes | |
16 | Meeting of Audit Committee | 18(2) | Yes | |
17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
18 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
20 | Meeting of Nomination and Remuneration Committee | 19(3A) | 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 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
29 | Vigil Mechanism | 22 | Yes | |
30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | 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. |
31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
32 | Approval for material related party transactions | 23(4) | NA | |
33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
36 | Alternate Director to Independent Director | 25(1) | NA | |
37 | Maximum Tenure | 25(2) | Yes | |
38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | Yes | |
39 | Meeting of independent directors | 25(3) & (4) | Yes | |
40 | Familiarization of independent directors | 25(7) | 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. |
41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
42 | Directors and Officers insurance | 25(10) | Yes | |
43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
44 | Memberships in Committees | 26(1) | Yes | |
45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | NA | |
47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | NA | |
| Any other information to be provided - Add Notes | |