General information about company | |
| Scrip code | 539875 |
| Name of the entity | RSD FINANCE LIMITED |
| Date of start of financial year | 01-04-2017 |
| Date of end of financial year | 31-03-2018 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2017 |
| 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 | ||||||||||||||
| 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 |
| 1 | Mr | RAJEEV SINGH DUGAL | ADQPD6038A | 00052037 | Executive Director | Not Applicable | MD | 04-07-2015 | 1 | 2 | 0 | |||
| 2 | Mr | SUSHIL KUMAR KHOWALA | ACKPK4733G | 00224539 | Non-Executive - Independent Director | Not Applicable | 21-06-2013 | 51 | 1 | 2 | 2 | |||
| 3 | Mr | MALKEET SINGH SAINI | AELPS0151H | 02592649 | Non-Executive - Independent Director | Not Applicable | 29-05-2014 | 40 | 1 | 1 | 0 | |||
| 4 | Ms | UPNEET DUGAL | ALQPD5263R | 07680726 | Executive Director | Not Applicable | 28-12-2016 | 1 | 0 | 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 |
| 5 | Mr | ROOP NARAYAN CHOUDHARY | AATPC8671L | 00583184 | Non-Executive - Non Independent Director | Not Applicable | 04-07-2015 | 08-09-2017 | 1 | 0 | 0 | |||
| 6 | Mr | JAYESH TAUNK | ABUPT8506H | 07936303 | Non-Executive - Independent Director | Not Applicable | 12-09-2017 | 0 | 1 | 1 | 0 | |||
Annexure 1 | |||||
II. Composition of Committees | |||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||
| Is there any change in information of committees compare to previous quarter | Yes | ||||
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 1 | Audit Committee | Mr. Sushil Kumar Khowala | Non-Executive - Independent Director | Chairperson | |
| 2 | Audit Committee | Mr. Rajeev Singh Dugal | Executive Director | Member | |
| 3 | Audit Committee | Mr. Jayesh Taunk | Non-Executive - Independent Director | Member | |
| 4 | Nomination and remuneration committee | Mr. Malkeet Singh Saini | Non-Executive - Independent Director | Chairperson | |
| 5 | Nomination and remuneration committee | Mr. Sushil Kumar Khowala | Non-Executive - Independent Director | Member | |
| 6 | Nomination and remuneration committee | Mr. Jayesh Taunk | Non-Executive - Independent Director | Member | |
| 7 | Stakeholders Relationship Committee | Mr. Sushil Kumar Khowala | Non-Executive - Independent Director | Chairperson | |
| 8 | Stakeholders Relationship Committee | Mr. Rajeev Singh Dugal | Executive Director | Member | |
| 9 | Stakeholders Relationship Committee | Mr. Malkeet Singh Saini | Non-Executive - Independent Director | Member | |
| 10 | Corporate Social Responsibility Committee | Mr. Rajeev Singh Dugal | Executive Director | Chairperson | |
Annexure 1 | |||||
II. Composition of Committees | |||||
| Sr | Name Of Committee | Name of Committee members | Category 1 of directors | Category 2 of directors | Name of other committee |
| 11 | Corporate Social Responsibility Committee | Mr. Sushil Kumar Khowala | Non-Executive - Independent Director | Member | |
| 12 | Corporate Social Responsibility Committee | Ms. Upneet Dugal | Executive Director | Member | |
Text Block | |
| Textual Information(1) | Mr. Jayesh Taunk was appointed on the Board of the Company on September 12, 2017. On the same day the composition of various Board Committees changed as follows:
Change in members of the Audit Committee and Nomination and Remuneration Committee:
a) AUDIT COMMITTEE Prior to the date of Board Meeting (12-09-2017), the Audit Committee of the Company comprised of Mr. Sushil Kumar Khowala (Chairman), Mr. Rajeev Singh Dugal and Mr. Malkeet Singh Saini.
The Audit Committee of the Company now comprise the following Directors:
Mr. Sushil Kumar Khowala (Chairman) Mr. Rajeev Singh Dugal Mr. Jayesh Taunk
b) NOMINATION AND REMUNERATION COMMITTEE Prior to the date of Board Meeting (12-09-2017), the Nomination and Remuneration Committee of the Company comprised of Mr. Malkeet Singh Saini (Chairman) and Mr. Sushil Kumar Khowala.
The Nomination and Remuneration Committee of the Company now comprise the following Directors:
Mr. Malkeet Singh Saini (Chairman) Mr. Sushil Kumar Khowala Mr. Jayesh Taunk |
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 | 30-05-2017 | ||
| 2 | 14-08-2017 | 75 | |
| 3 | 12-09-2017 | 28 | |
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 (details) | 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 | 14-08-2017 | Yes | YES, ALL MEMBERS WERE PRESENT | 30-05-2017 | 75 | |
| 2 | Nomination and remuneration committee | 11-09-2017 | Yes | YES, THE QUORUM WAS PRESENT | |||
| 3 | Stakeholders Relationship Committee | 11-09-2017 | Yes | YES, THE QUORUM WAS PRESENT | |||
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 | Yes |
| 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 |
Annexure III | ||||
Annexure III 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 | ||||
| Sr | Broad heading | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
Signatory Details | |
| Name of signatory | RAJEEV SINGH DUGAL |
| Designation of person | Managing Director |
| Place | JAMSHEDPUR |
| Date | 13-10-2017 |