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 | 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 | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity | Notes |
| 1 | Mr | HIRALAL GORDHANDAS CHANGELA | ACIPC8544R | 00247292 | Executive Director | Not Applicable | | 24-07-1991 | | | 1 | 0 | 0 |
2 | Mr | VRAJLAL GORDHANDAS CHANGELA | ACIPC8543J | 00247295 | Executive Director | Not Applicable | | 16-10-1991 | | | 1 | 1 | 0 | 3 | Mr | DILIPKUMAR GORDHANDAS CHANGELA | ACCPC2437M | 00247302 | Executive Director | Chairperson | MD | 24-07-1991 | | | 1 | 1 | 0 | 4 | Mr | NITESHKUMAR JAMNADAS PATEL | AQZPP7161N | 01854443 | Non-Executive - Independent Director | Not Applicable | | 28-05-2015 | | 60 | 1 | 1 | 0 | 5 | Ms | URJA BHUPENDRABHAI GHETIYA | AYIPG3162F | 07191068 | Non-Executive - Independent Director | Not Applicable | | 28-05-2015 | | 60 | 1 | 2 | 1 | 6 | Mr | RAKESH KANJIBHAI SAVANI | BCPPS6857R | 07191075 | Non-Executive - Independent Director | Not Applicable | | 28-05-2015 | | 60 | 1 | 1 | 2 |
Annexure 1 |
II. Composition of Committees |
| Is there any change in composition 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. RAKESH SAVANI | Non-Executive - Independent Director | Chairperson | |
2 | Audit Committee | MS. URJA GHETIYA | Non-Executive - Independent Director | Member | | 3 | Audit Committee | MR. VRAJLAL CHANGELA | Executive Director | Member | | 4 | Nomination and remuneration committee | MR. RAKESH SAVANI | Non-Executive - Independent Director | Chairperson | | 5 | Nomination and remuneration committee | MS. URJA GHETIYA | Non-Executive - Independent Director | Member | | 6 | Nomination and remuneration committee | MR. NITESHKUMAR PATEL | Non-Executive - Independent Director | Member | | 7 | Stakeholders Relationship Committee | MS. URJA GHETIYA | Non-Executive - Independent Director | Chairperson | | 8 | Stakeholders Relationship Committee | MR. RAKESH SAVANI | Non-Executive - Independent Director | Member | | 9 | Stakeholders Relationship Committee | MR. DILIPKUMAR CHANGELA | Executive Director | Member | |
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 |
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.vishalbearings.com |
| 2 | Terms and conditions of appointment of independent directors | Yes | | www.vishalbearings.com |
| 3 | Composition of various committees of board of directors | Yes | | www.vishalbearings.com |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | | www.vishalbearings.com |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.vishalbearings.com |
| 6 | Criteria of making payments to non-executive directors | Yes | | www.vishalbearings.com |
| 7 | Policy on dealing with related party transactions | Yes | | www.vishalbearings.com |
| 8 | Policy for determining ‘material’ subsidiaries | NA | | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | | www.vishalbearings.com |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | www.vishalbearings.com |
| 11 | email address for grievance redressal and other relevant details | Yes | | www.vishalbearings.com |
| 12 | Financial results | Yes | | www.vishalbearings.com |
| 13 | Shareholding pattern | Yes | | www.vishalbearings.com |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | | www.vishalbearings.com |
| 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) | NA | |
| 3 | Meeting of Board of directors | 17(2) | NA | |
| 4 | Review of Compliance Reports | 17(3) | NA | |
| 5 | Plans for orderly succession for appointments | 17(4) | NA | |
| 6 | Code of Conduct | 17(5) | NA | |
| 7 | Fees/compensation | 17(6) | NA | |
| 8 | Minimum Information | 17(7) | NA | |
| 9 | Compliance Certificate | 17(8) | NA | |
| 10 | Risk Assessment & Management | 17(9) | NA | |
| 11 | Performance Evaluation of Independent Directors | 17(10) | NA | |
| 12 | Composition of Audit Committee | 18(1) | NA | |
| 13 | Meeting of Audit Committee | 18(2) | NA | |
| 14 | Composition of nomination & remuneration committee | 19(1) & (2) | NA | |
| 15 | Composition of Stakeholder Relationship Committee | 20(1) & (2) | NA | |
| 16 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 17 | Vigil Mechanism | 22 | NA | |
| 18 | Policy for related party Transaction | 23(1),(5),(6),(7) & (8) | NA | |
| 19 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
| 20 | Approval for material related party transactions | 23(4) | NA | |
| 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) | NA | |
| 24 | Meeting of independent directors | 25(3) & (4) | NA | |
| 25 | Familiarization of independent directors | 25(7) | NA | |
| 26 | Memberships in Committees | 26(1) | NA | |
| 27 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | NA | |
| 28 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | NA | |
| 29 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | NA | |
| Any other information to be provided - Add Notes | |