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 | HARESH D. RAMSINGHANI | AACPR6942A | 00035416 | Non-Executive - Non Independent Director | Chairperson | | 01-06-2015 | | | 3 | 5 | 1 | | |
| 2 | Mr | SATINDERJIT SINGH ARORA | AADPA6875C | 00033825 | Executive Director | Not Applicable | MD | 01-06-2017 | | | 1 | 1 | 0 | | |
| 3 | Mr | DEONATH SINGH | AKXPS6391R | 00021741 | Non-Executive - Independent Director | Not Applicable | | 19-09-2014 | | 42 | 3 | 3 | 4 | | |
| 4 | Mr | RAMRAO G. KULKARNI | ABFPK3314B | 03028670 | Non-Executive - Independent Director | Not Applicable | | 23-09-2015 | | 30 | 2 | 1 | 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 |
| 5 | Ms | NILANJANA H. RAMSINGHANI | AAPPR7234J | 01327609 | Non-Executive - Non Independent Director | Not Applicable | | 23-09-2015 | 28-03-2018 | | 3 | 0 | 0 | | |
| 6 | Mr | NIKUNJ R. JOSHI | ACXPJ4372K | 03574604 | Non-Executive - Independent Director | Not Applicable | | 30-05-2016 | | 22 | 3 | 1 | 3 | | |
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 | 05-02-2018 | Yes | | 01-12-2017 | 65 | |
| 2 | Stakeholders Relationship Committee | 05-02-2018 | Yes | | | | |
| 3 | Other Committee | 05-02-2018 | Yes | | | | Independent Directors Committee |
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 | 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 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 |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) |
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.rainbowdenim.com |
| 2 | Terms and conditions of appointment of independent directors | Yes | | www.rainbowdenim.com |
| 3 | Composition of various committees of board of directors | Yes | | www.rainbowdenim.com |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | www.rainbowdenim.com |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.rainbowdenim.com |
| 6 | Criteria of making payments to non-executive directors | Yes | | www.rainbowdenim.com |
| 7 | Policy on dealing with related party transactions | Yes | | www.rainbowdenim.com |
| 8 | Policy for determining ‘material’ subsidiaries | NA | | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | www.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 |
| 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.rainbowdenim.com |
| 11 | email address for grievance redressal and other relevant details | Yes | | www.rainbowdenim.com |
| 12 | Financial results | Yes | | www.rainbowdenim.com |
| 13 | Shareholding pattern | Yes | | www.rainbowdenim.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 | The 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). |
| 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) | Yes | |
| 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) | 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 | 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) | NA | |
| 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 | |