MSEI Symbol

Scrip code532441
NSE Symbol
MSEI Symbol
ISININE820D01025
Name of the entityRAINBOW DENIM LIMITED
Date of start of financial year01-04-2017
Date of end of financial year31-03-2018
Reporting QuarterYearly
Date of Report31-03-2018
Risk management committeeNot 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 explanatoryTextual Information(1)
Is there any change in information of board of directors compare to previous quarterYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure 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 PANNotes for not providing DIN
1MrHARESH D. RAMSINGHANIAACPR6942A00035416Non-Executive - Non Independent DirectorChairperson01-06-2015351
2MrSATINDERJIT SINGH ARORAAADPA6875C00033825Executive DirectorNot ApplicableMD01-06-2017110
3MrDEONATH SINGH AKXPS6391R00021741Non-Executive - Independent DirectorNot Applicable19-09-201442334
4MrRAMRAO G. KULKARNIABFPK3314B03028670Non-Executive - Independent DirectorNot Applicable23-09-201530212



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure 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 PANNotes for not providing DIN
5MsNILANJANA H. RAMSINGHANIAAPPR7234J01327609Non-Executive - Non Independent DirectorNot Applicable23-09-201528-03-2018300
6MrNIKUNJ R. JOSHIACXPJ4372K03574604Non-Executive - Independent DirectorNot Applicable30-05-201622313



Text Block

Textual Information(1)
Mrs Nilanjana H. Ramsinghani - Woman Director resigned from the Board of Directors w.e.f. 28.03.2018. Threfore composition of the Board is not in accordance  with Regulation 17(1)(a) of SEBI - LODR.



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 quarterNo


Audit Committee Details

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks


Nomination and remuneration committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks


Stakeholders Relationship Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks


Risk Management Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks


Corporate Social Responsibility Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)
101-12-2017
205-02-201865



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committee
1Audit Committee05-02-2018Yes01-12-201765
2Stakeholders Relationship Committee05-02-2018Yes
3Other Committee05-02-2018YesIndependent Directors Committee



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTYes
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015No
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)



Annexure 1

SrSubjectCompliance status
1Name of signatoryHARESH D.RAMSINGHANI
2DesignationDirector



Text Block

Textual Information(1)
The Composition of Board of Directors is in terms of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 except that the Womem Director  appointed on the Board has resigned w.e.f. 28.03.2018 and consequently the Board does not have a woman Director as on 31.03.2018 as required by Proviso to Regulation 17(1)(a).



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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.rainbowdenim.com
2Terms and conditions of appointment of independent directorsYeswww.rainbowdenim.com
3Composition of various committees of board of directorsYeswww.rainbowdenim.com
4Code of conduct of board of directors and senior management personnelYeswww.rainbowdenim.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.rainbowdenim.com
6Criteria of making payments to non-executive directorsYeswww.rainbowdenim.com
7Policy on dealing with related party transactionsYeswww.rainbowdenim.com
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeswww.rainbowdenim.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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.rainbowdenim.com
11email address for grievance redressal and other relevant detailsYeswww.rainbowdenim.com
12Financial resultsYeswww.rainbowdenim.com
13Shareholding patternYeswww.rainbowdenim.com
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)NoThe Composition of Board of Directors is in terms of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 except that the woman director appointed on the board has resigned w.e.f. 28.03.2018 and consequently the board does not have a woman director as on 31.03.2018 as required by proviso to Regulations 17(1)(a).
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
20Approval for material related party transactions23(4)Yes



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes






Annexure II

1Name of signatory
2Designation



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided






Annexure II

1Name of signatoryHARESH D. RAMSINGHANI
2DesignationDirector



Signatory Details

Name of signatoryHARESH D. RAMSINGHANI
Designation of personDirector
PlaceMUMBAI
Date12-04-2018