Sub. : Corporate Governance Report (Part! & Part II)- Regulation 27(2).

Transcription

1 AbsunLoc SHUSEC/2019 April 09, 2019 Bombay Stock Exchange Limited Listing Department, 1st Floor, New Trading Ring, Rotunda Building, Phiroze JeeJeeBhoy Towers, Dalai Street, Fort Mumbai Company Code: Sub. : Corporate Governance Report (Part! & Part II)- Regulation 27(2). Dear Sir, We are pleased to enclose herewi Corporate Governance Report (Part I & Part II) for e four quarter ended March 31, 2019 as required under Regulation 27(2) of e SEBI (LODR) Regulations, You are requted to find e above in order and oblige us. Thanking you, Yours sincerely, for SUNIL HEALTHCARE LIMITED c 6 e SANTOSH KUMAR SHARMA COMPANY SECRETARY & COMPLIANCE OFFICER F-6817 New Delhi.A;cHC,44 Sr' CC: Calcutta Stock Exchange Limited 38E/252A,... 7, Lyons Range Vijay Tower Jntri Shalipurjat 0 Kolkata * * 0 44kbeihi- 1 \ End.: As above. Sunil Healcare Limited Vijay Tower, 38E/252 -A, Shahpur Jai, Panchsheel Park Commercial Complex, New Delhi T: /00 F: info@sunilhealcare.com Web.: CIN No.: L24302DL1973PLC189662

2 Annexure I Format to be submitted by listed entity on quarterly basis COMPLIANCE REPORT ON CORPORATE GOVERNANCE 1 Name of Listed Entity : Sunil Healcare Limited 2. Quarter Ending : 31st March 2019 Title ( /Ms.) I. Composition of Board of Directors Name of e Director PAN & DIN Category (Chairpers on / / / independe nt/ Nominee) Date of Appointme nt in e current term /csation Date of csat ion Ten No of Number P. o of ure Directorshi of p ost of In p Membe C hairpers (in in listed rships in a n in mo entiti Audit/ A udit/ ns including Stakeho 5 takehold ) is Icier listed Commit ( ommitte entity tee() c held in includin I sted g is 4 ntiti listed i ncluding entity I his listed I ntity Anil Khaitan AFCPK7921 H/ Sanjay Kumar Kaushik Ramh Chandra Khurana 1 AFXPK4243F / ' AAAPK3707 C/ ' Rakh Mohan AAAPM1773 G / Bharatur Parasaray Srinivasan AYQP56922 I1/ Chairperson / Director ( Chairman cum Managing Director) /Independe n /Independe n / Non * Mon mon Nil NIL mon Nil NIL groa-a. 7s, 110

3 Dr. Lata Singh AASPS0111 N/ Harish Pal Kumar Krishna Venkatachala m Rajan AANPK0914 C/ ADOPR2706 H/ Non / Non Nil Nil mon NOTE:- I. Anil Khaitan was originally appointed as director of e Company as on and furer re-appointed as e Chairman & Managing Director on II. Composition of Committe Name of Committee Name of Committee Member Audit Committee R. C. Khurana B. P. Srinivasan Sanjay Kaushik Category (Chairperson// /independent/nominee) Chairperson, Member, & Non Member, Nomination and Remuneration Committee Stakeholder Relationship Committee Corporate Social Rponsibility Committee Harish Pal Kumar Rakh Mohan Sanjay Kaushik Dr. Lata Singh Harish Pal Kumar Rakh Mohan Sanjay Kaushik Krishna Venkatachalam Rajan Rakh Mohan R C Khurana, Dr. Lata Singh B P Srinivasan Krishna Venkatachalam Rajan Member, Chairperson, Member, Member, Non Member, Chairperson, Member, Member, Non independen Chairperson, Member, Member, Non Member, Non Member, Non

4 Ill. Ord November, 2018 Meeting of Board of Directors Date(s) of Meeting (if any) in e previous quarter Date(s) of Meeting (if any) in e relevant quarter February 13, 2019 Maximum gap between any two consecutive (in number of days) 102 Days Date(s) of Meeting of e committee in e relevant quarter Meeting of Committee Wheer requirement of quorum met (Details) Date(s) of meeting of e committee in e previous quarter Maximum gap between any two consecutive (in number of days) Audit Committee Meeting 13 February, 2019 ( 3 out 01 3) Ord November, Days Related Party Transaction Subject Wheer prior approval of audit committee obtained Wheer shareholder approval obtained for material RPT Wheer details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Compliance status (/No/NA) NA Affirmations 1. The composition of Board of Directors is in terms of SEBI (Listing obligations ana aisclusuie 2. requirements) Regulations, The composition of e following committe is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Audit Committee - Nomination & Remuneration Committee- Stakeholders Relationship Committee Corporate Social Rponsibility Committee- Risk Management Committee (not applicable) committee members have been made aware of eir powers, role and rponsibiliti as 3. The specified in SEBI (Listing obligations and disclosure requirements) Regulations, The meetings of e board of directors and e above committe have been conducted in e 4. manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, The report submitted in e previous quarter has been placed before Board of Directors. There were UV LU _a_mante inhcorvatinns/advice of Board of Directors on e said report.-y)? lig- 511k 1 vt'i 1 /4

5 FOR SUNIL HEALTHCARE LIMITED,e-- SANTOSH KUMAR SHARMA COMPANY SECRETARY & COMPLIANCE 38E/252A, Vijay Tower Enkahput Delhi-2>"

6 ANNEXURE II Format to be submitted by fisted entity at e end of e financial year (for e whole of financial nazi. Disclosure on website in terms of Listing Regulations tern Details of busins Terms and conditions of appointment of independent directors Composition of various committe of board of directors Code of conduct of board of directors and senior management personnel Details of tablishment of vigil mechanism' Whistle Blower policy Criteria of making payments to non-executive directors Policy on dealing wi related party transactions Policy for determining 'material' subsidiari Details of familiarization programm imparted to independent directors Contact information of e dignated officials of e listed entity who are rponsible for assisting and handling invtor grievanc addrs for grievance redrsal and oer relevant details Financial rults Shareholding pattern Details of agreements entered into wi e media compani and/or eir associat New name and e old name of e listed end II Annual Affirmations Particulars t director(s) have been appointed in terms of specified criteria of Mde endence' and/or ibili ' Board corn osition Meetin of Board of directors Review of Corn Hance Re orts Plans for orderly succsion for Code of Conduct Fe/compensation Minimum Information Corn liance Certificate Performance Evaluation of t Directors Corn osition of Audit Committee Meetin of Audit Committee Composition of nomination & remuneration committee Composition of Stakeholder Relationship Committee Composition and role of risk management Regulation Number 16(1)(b) & 25(6) (4) 17 17(6) (10) (1) & (2) 20(1) & (2) 21(1), (2), (3), (4) NA committee ==s 23(1),(5), (6), & 8 1-'0I1C for related oartv TroneRntinn Not A licable Compliance status /No/NA (Sitting fe paid to Directors) NA Compliance status (/No/NA) Not Applicable ci7

7 Prior or Omnibus approval of Audit 23(2), (3) Committee for all related party transactions Approval for material related party 23(4) Not Applicable transactions Composition of Board of Directors of 24(1) Not Applicable unlisted material Subsidiary Oer Corporate Governance requirements 24(2),(3),(4),(5) & (6) Not Applicable wi rpect to subsidiary of listed entity Maximum Directorship & Tenure 25(1) & (2) ' Meeting of independent directors 25(3) & (4) Familiarization of independent directors 25(7) Memberships in Committe 26(1) Affirmation wi compliance to code of 26(3) conduct from members of Board of Directors and Senior management personnel Disclosure of Shareholding by 26(4) Not Applicable Directors Policy wi rpect to Obligations of directors and senior management 26(2) & 26(5) III Affirmations: The company do not have any Indian subsidiary, however it has two foreign subsidiary, which are not material subsidiary of e Company. Accordingly e provisions of Corporate Governance relating to subsidiary are not applicable on e company. Alough company had made e policy for determination of material subsidiary as per e requirement of SEBI (LODR) Regulation, S Name SANTOSIAIIVIAl4 SHARMA Company Secretary & Compliance Offi Dignation Membership No. F-6817 A il92l) 0AM al Cj