MSEI Symbol | |
| Scrip code | 532804 |
| NSE Symbol | TIIL |
| MSEI Symbol | NA |
| ISIN | INE545H01011 |
| Name of the entity | TECHNOCRAFT INDUSTRIES (INDIA) LIMITED |
| Date of start of financial year | 01-04-2017 |
| Date of end of financial year | 31-03-2018 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2018 |
| 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 | Textual Information(1) | ||||||||||||||
| 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 for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Sharad Kumar Saraf | AAIPS1238A | 00035843 | Executive Director | Chairperson | 05-09-2017 | 2 | 1 | 2 | |||||
| 2 | Mr | Sudarshan Kumar Saraf | AAIPS1022Q | 00035799 | Executive Director | Not Applicable | 01-09-2013 | 1 | 1 | 0 | |||||
| 3 | Mr | Ashish Kumar Saraf | ALLPS4243D | 00035549 | Executive Director | Not Applicable | 06-02-2015 | 1 | 1 | 0 | |||||
| 4 | Mr | Navneet Kumar Saraf | AALPS5578A | 00035686 | Executive Director | Not Applicable | 06-02-2015 | 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 for not providing PAN | Notes for not providing DIN |
| 5 | Mr | Atanu Anil Choudhary | AAZPC6935F | 02368362 | Executive Director | Not Applicable | 10-08-2015 | 1 | 0 | 0 | |||||
| 6 | Ms | Vaishali Choudhari | AEQPC0560F | 06847402 | Non-Executive - Independent Director | Not Applicable | 30-09-2014 | 60 | 1 | 1 | 0 | ||||
| 7 | Mr | Vishwambhar C. Saraf | AAEPS6863M | 00161381 | Non-Executive - Independent Director | Not Applicable | 06-02-2015 | 56 | 4 | 3 | 3 | ||||
| 8 | Mr | Vinod B. Agarwala | AABPA7952N | 01725158 | Non-Executive - Independent Director | Not Applicable | 06-02-2015 | 56 | 4 | 4 | 2 | ||||
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 for not providing PAN | Notes for not providing DIN |
| 9 | Mr | Jagdeesh Mal Mehta | AAFPM0694M | 00847311 | Non-Executive - Independent Director | Not Applicable | 30-09-2014 | 60 | 2 | 1 | 0 | ||||
| 10 | Mr | S. B. Agarwal | AADPA7923M | 00524452 | Non-Executive - Independent Director | Not Applicable | 30-09-2014 | 23-02-2018 | 60 | 2 | 2 | 0 | |||
Text Block | |
| Textual Information(1) | Mr. S. B. Agarwal Independent Director of the Company has resigned from the office of Directorship with effect from February 23, 2018, respectively.
Further, pursuant to Regulation 25(6) of the SEBI LODR Regulations 2015, the company shall appoint new Independent Directors in the immediate next meeting of Board of Directors. |
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 | |||||
Audit Committee Details | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Remarks | |
| 1 | 01725158 | Vinod B Agarwala | Non-Executive - Independent Director | Chairperson | ||
| 2 | 00161381 | Vishwambhar C. Saraf | Non-Executive - Independent Director | Member | ||
| 3 | 00847311 | Jagdeesh Mal Mehta | Non-Executive - Independent Director | Member | ||
| 4 | 06847402 | Vaishali Choudhari | Non-Executive - Independent Director | Member | ||
| 5 | 00524452 | S. B. Agarwal | Non-Executive - Independent Director | Member | Textual Information(1) | |
Audit Committee Details Text Block | |
| Textual Information(1) | Mr. S. B. Agarwal Independent Director of the Company has resigned from the office of Directorship and from the Membership and Chairmanship of the Audit Committeewith effect from February 23, 2018. Further, pursuant to Regulation 25(6) of the SEBI LODR Regulations 2015, the company shall appoint new Independent Directors in the immediate next meeting of Board of Directors. |
Nomination and remuneration committee | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Remarks | |
| 1 | 00524452 | S. B. Agarwal | Non-Executive - Independent Director | Chairperson | Textual Information(1) | |
| 2 | 00161381 | Vishwambhar C. Saraf | Non-Executive - Independent Director | Member | ||
| 3 | 06847402 | Vaishali Choudhari | Non-Executive - Independent Director | Member | ||
Nomination and remuneration committee Text Block | |
| Textual Information(1) | Mr. S. B. Agarwal Independent Director of the Company has resigned from the office of Directorship and from the Chairmanship of Nomination & Remuneration Committee with effect from February 23, 2018. Further, pursuant to Regulation 25(6) of the SEBI LODR Regulations 2015, the company shall appoint new Independent Directors in the immediate next meeting of Board of Directors. |
Stakeholders Relationship Committee | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Remarks | |
| 1 | 00161381 | Vishwambhar C. Saraf | Non-Executive - Independent Director | Chairperson | ||
| 2 | 00035843 | Sharad Kumar Saraf | Executive Director | Member | ||
| 3 | 00035799 | Sudarshan Kumar Saraf | Executive Director | Member | ||
Risk Management Committee | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Remarks | |
Corporate Social Responsibility Committee | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | 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) |
| 1 | 10-11-2017 | ||
| 2 | 14-02-2018 | 95 | |
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 |
| 1 | Audit Committee | 14-02-2018 | Yes | 4 | 10-11-2017 | 95 | |
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 | Yes | |
| 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 | Yes | |
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 | No |
| 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 | No |
| 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 | SHARADKUMAR SARAF |
| 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 | www.technocraftgroup.com | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.technocraftgroup.com | |
| 3 | Composition of various committees of board of directors | Yes | www.technocraftgroup.com | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.technocraftgroup.com | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.technocraftgroup.com | |
| 6 | Criteria of making payments to non-executive directors | NA | ||
| 7 | Policy on dealing with related party transactions | Yes | www.technocraftgroup.com | |
| 8 | Policy for determining material subsidiaries | Yes | www.technocraftgroup.com | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.technocraftgroup.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 | www.technocraftgroup.com | |
| 11 | email address for grievance redressal and other relevant details | Yes | www.technocraftgroup.com | |
| 12 | Financial results | Yes | www.technocraftgroup.com | |
| 13 | Shareholding pattern | Yes | www.technocraftgroup.com | |
| 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) | No | Mr. S. B. Agarwal Independent Director of the Company has resigned from the office of Directorship and from the Membership and Chairmanship of the Audit Committee and Nomination & Remuneration Committee with effect from February 23, 2018, respectively. Further, pursuant to Regulation 25(6) of the SEBI LODR Regulations 2015, the company shall appoint new Independent Directors in the immediate next meeting of Board of Directors. |
| 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) | No | Mr. S. B. Agarwal Independent Director of the Company has resigned from the office of Directorship and from the Chairmanship of Nomination & Remuneration Committee with effect from February 23, 2018. Further, pursuant to Regulation 25(6) of the SEBI LODR Regulations 2015, the company shall appoint new Independent Directors in the immediate next meeting of Board of Directors. |
| 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) | 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) | Yes | |
| 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 | ||
| 1 | Name of signatory | |
| 2 | Designation | |
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 | Yes | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | SHARADKUMAR SARAF |
| 2 | Designation | Managing Director |
Signatory Details | |
| Name of signatory | SHARADKUMAR SARAF |
| Designation of person | Managing Director |
| Place | MUMBAI |
| Date | 07-04-2018 |