Category (Chairperson/ Executive/ Non-Executive / Nominee)

Transcription

1 Corporate Governance Report Name of Listed entity: SUPER SALES INDIA LIMITED Quarter ending: 30th September, 2018 I. COMPOSITION OF BOARD OF DIRECTORS Title (Mr/ Ms) Name of the Director PAN & DIN PAN:AIJPS2698K Mr Mr Mr Mr Mr Mr Ms Sanjay Jayavarthanavelu Ravi Sam J Raghupathy S Venkataraman S K Najmul Hussain N R Selvaraj Vijayalakshmi Narendra Category (Chairperson/ Executive/ Non-Executive / Nominee) Date of appointment in the current term / cessation Tenure No of directorship in listed entities including this listed entity (refer regulation 25 (1) of listing regulations) No of membership s in audit/ stakeholder committee including this listed entity (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) DIN: Chairperson-Non-Executive- Non Independent NA PAN: ACKPS1361C Non-Executive-Non DIN: Independent NA PAN:AAMPR6829E DIN: Non-Executive-Independent years PAN:ABIPV5035F DIN: Non-Executive-Independent years PAN:ABEPN1253H DIN: Non-Executive-Independent years PAN:AGIPS4236J DIN: Executive Years PAN:AAHPN5538M DIN: Non-Executive-Independent years

2 -:2:- II. COMPOSITION OF COMMITTEES Name of Committee Name of committee members Category (Chairperson/ Executive/ Non- 1. Audit Committee Mr.J Raghupathy Chairperson-Non Executive- Independent Mr. Ravi Sam Non Executive - Non Independent Mr. S Venkataraman Non Executive- Independent Mr. S K Najmul Hussain Non Executive- Independent Mr. N R Selvaraj Executive 2. Stakeholder Relationship Committee Mr J Raghupathy Chairperson-Non Executive- Independent Mr.N.R.Selvaraj Executive Mr. S K Najmul Hussain Non Executive- Independent 3. Nomination and Remuneration Committee Mr J Raghupathy Chairperson-Non Executive- Independent Mr. Ravi Sam Non Executive - Non Independent Mr. S Venkataraman Non Executive- Independent Mr. S K Najmul Hussain Non Executive- Independent 4. Corporate Social Responsibility Committee Mr.N.R.Selvaraj Executive Mr. S Venkataraman Non Executive- Independent Mr. S K Najmul Hussain Non Executive- Independent III. MEETING OF BOARD OF DIRECTORS Date of Meeting (if any) in the previous quarter Maximum gap between Date of Meeting (if any) in the relevent quarter any two consecutive IV. MEETING OF COMMITTEES Date of meeting of the Name of the committee committee in the relavent quarter Whether requirement of quorum met (details) Audit Committee Meeting All the members present Date of meeting of the committee in the previous quarter Maximum gap between any two consecutive meetings in number of * This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional 3

3 -:3:- V. RELATED PARTY TRANSACTIONS Subject Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed by audit Compliance status (Yes/No/NA) Yes Yes Yes VI. AFFIRMATIONS 1 The composition of board of directors is in terms of sebi (lisiting obligations and disclosure requirements) Regulations, The composition of the following committees is in terms of sebi (lisiting obligations and disclosure requirements) regulation,2015. a) Audit committee b) Nomination & Remuneration committee and c) Stakeholders Relationship committee 3 The committee members have been made aware of their powers, roles and responsibilities as specified in sebi (listing obligations and disclosure requirements) Regulation, 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, This report and / or the report submitted in the previous quarter has been placed before board of directors. any comments/observations/advice of board of directors may be mentioned here:- The previous report was placed before the board and there were no commends. This report will be placed before the board at its next meeting. Format 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 Broad Heading Regulation Number Compliance Status (Yes/No/NA) Copy of the annual report including balance 46 (2) Yes Presence of Chairperson of Audit Committee at 18(1)(d) Yes Presence of Chairperson of the Nomination and 19 (3) Yes Whether 'corporate governance report' disclosed 34(3) read with pera C of schedule V Yes Name Designation S K Radhakrishnan Company Secretary Place: Coimbatore Date :

4 -:4:- Transaction with material related party during the quarter ended on 30th September, 2018 Lakshmi Machine Name of the Related party Works Ltd Particulars Rs. Lakhs Purchase of Fixed Assets Purchase of Goods Services Received 6.86 Lease Charges Paid 2.70 Sale of Goods Services Provided Agency Arrangement

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6 4 -:4:- ANNEXURE II Format 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 Item Compliance Status (Yes/No/NA) Details of business Terms and conditions of appointment of independent directors Composition of various committees of board of directors Code of contact of board of directors and senior management personnel Details of establishment of vigil mechnism / whistle blower policy Criteria of making payments to non-executive directors Policy on dealing with related party transactions

7 Policy for determining 'material' subsidiaries Details of familarization programmes imparted to independent directors Contact information of the designated officials of the listed entity who are responsible for address for grievance redressal and other relevant details Financial results Shareholding pattern Details of agreements entered into with the media companies and/or their associates New name and the old name of the listed entity NA NA NA 5 II. Annual Affirmations Particulars Independent directors have been appointed in Board composition Meeting of board of directors Review of compliance reports Plans for orderly succession for appointments Code of conduct Fees/compensation Minimum information Compliance certificate Risk assessment & management Performance evaluation of independent directors Composition of Audit Committee Regulation Number 16(1)(b) & 25(6) 17(1) 17(2) 17(3) 17(4) 17(5) 17(6) 17(7) 17(8) 17 (9) 17(10) 18(1) -:5:- Compliance Status

8 Meeting of Audit Committee Composition of Nomination & Remineration Composition of Stakeholder Relationship Composition of role of Risk Management Vigil mechanism Policy for related party transaction Prior or omnibus approval of Audit Committee for Approval for material related party transactions Composition of board of directors of unlisted Other corporate governance requirements with Maximum directorship & tenure Meeting of independent directors Familiarization of independent directors Memberships in committees Affirmation with compliance to code of conduct Disclosure of shareholding by non-executive Policy with respect to obligations of directors and 18(2) 19(1) & (2) 20(1) & (2) 21 (1),(2),(3),(4) 22 23(1),(5),(6),(7) & (8) 23 (2), (3) 23 (4) 24 (1) 24 (2),(3),(4),(5) & (6) 25 (1) & (2) 25 (3) & (4) 25(7) 26(1) 26(3) 26(4) 26(2) & 26(5) NA NA NA III. Affirmations: The listed entity has approved material subsidiary policy and the corporate governance requirements with respect to subsidiary of Name Designation S K Radhakrishnan Company Secretary

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