General information about company

Scrip code538923
Name of the entitySOFCOM SYSTEMS LIMITED
Date of start of financial year01-04-2015
Date of end of financial year31-03-2016
Reporting QuarterYearly
Date of Report31-03-2016
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)
Disclosure of notes on composition of board of directors explanatoryYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationNo of Directorship in listed entities including this listed entityNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entityNo of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entityNotes
1MrKISHORE MEHTAAEOPM4918H00043865Executive DirectorChairpersonMD09-06-1995100Textual Information(2)
2MrsASHA MEHTAAEOPM4917J00043841Non-Executive - Non Independent DirectorNot ApplicableShareholder Director19-03-2014110Textual Information(3)
3MrARNAB BANERJEEADPPB7486H00858108Non-Executive - Independent DirectorNot Applicable26-03-1999204121Textual Information(4)
4MrNAWRATAN MALL MEHTAADUPM4103B00858126Non-Executive - Non Independent DirectorNot Applicable15-09-2008100Textual Information(5)
5MrKRISHNANAND PARMANAND PANTAJSPP1357Q06844490Non-Executive - Independent DirectorNot Applicable19-03-201424120Textual Information(6)
6MrSANJAY KUMAR VERMAABLPV4193P06844513Non-Executive - Independent DirectorNot Applicable19-03-201424121Textual Information(7)



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Textual Information(1)Composition of Board of Director:- 1. Mr. KISHORE MEHTA act as a Chairperson, Managing Director cum Executive Director of the Company. 2.Mrs. ASHA MEHTA act as a Non Independent Director cum Non-Executive Director of the Company. 3. Mr. ARNAB BANERJEE act as a Independent Director as well as non-Executive Director of the Company. 4. Mr. NAWRATAN MALL MEHTA act as a Non Independent Director cum Non-Executive Director of the Company. 5.Mr. KRISHNANAND PARMANAND PANT act as a Independent Director as well as non-Executive Director of the Company. 6. Mr. SANJAY KUMAR VERMA act as a Independent Director as well as non-Executive Director of the Company.
Textual Information(2)Mr. Kishore Mehta appointed as Director on 09-06-1995 and became Managing Director of the Company on 19-03-2014.
Textual Information(3)Mrs. Asha Mehta was appointed on 19-03-2014 as Non-Independent Director cum Non Executive Director and also a shareholder of the Company.
Textual Information(4)Mr. Arnab Banerjee appointed as Independent Director cum Non- Executive Director on 26-03-1999 and also a Chairman in Audit Committee and a member in Stakeholder Relationship Committee.
Textual Information(5)Mr. NAWRATAN MALL MEHTA act as a Non-Independent cum Non Executive Director of the Company appointed on 15-09-2008.
Textual Information(6)Mr. KRISHNANAND PARMANAND PANT act as a Independent Director Cum Non- Executive Director of the Company appointed on 19-03-2014 and also a member in Audit Committee and Stakeholder Relationship Committee.
Textual Information(7)Mr. SANJAY KUMAR VERMA act as a Independent Director Cum Non- Executive Director of the Company appointed on 19-03-2014 and a member in Audit Committee and a Chairman in Stakeholder Relationship Committee.



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)
Is there any change in composition of committees compare to previous quarterYes
SrName Of CommitteeName of Committee membersCategory 1 of directorsCategory 2 of directorsName of other committee
1Audit CommitteeMr. Arnab BanerjeeNon-Executive - Independent DirectorChairperson
2Audit CommitteeMr. Krishnanand Parmanand PantNon-Executive - Independent DirectorMember
3Audit Committee Mrs. Asha MehtaNon-Executive - Non Independent DirectorMember
4Audit CommitteeMr. Sanjay Kumar VermaNon-Executive - Independent DirectorMember
5Nomination and remuneration committeeMr. Krishnanand Parmanand PantNon-Executive - Independent DirectorChairperson
6Nomination and remuneration committeeMr. Sanjay Kumar VermaNon-Executive - Independent DirectorMember
7Nomination and remuneration committeeMr. Arnab BanerjeeNon-Executive - Independent DirectorMember
8Stakeholders Relationship CommitteeMr. Sanjay Kumar VermaNon-Executive - Independent DirectorChairperson
9Stakeholders Relationship CommitteeMr. Krishnanand Parmanand PantNon-Executive - Independent DirectorMember
10Stakeholders Relationship CommitteeMr. Arnab BanerjeeNon-Executive - Independent DirectorMember



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Textual Information(1)COMPOSITION OF COMMITTEE:- Audit Committee:- 1. Mr. Arnab Banerjee Independent and Non-Executive Director(Chair) 2. Mr. Krishnanand Parmanand Pant Independent and Non-Executive Director 3.Mrs. Asha Mehta Non-Independent and Non-Executive Director 4.Mr. Sanjay Kumar Verma Independent and Non-Executive Director Nomination and Remuneration Committee:- 1. Mr. Krishnanand Parmanand Pant Independent and Non-Executive Director(Chair) 2. Mr. Sanjay Kumar Verma Independent and Non-Executive Director 3. Mr. Arnab Banerjee Independent and Non-Executive Director Stakeholder Relationship Committee:- 1. Mr. Sanjay Kumar Verma Independent and Non-Executive Director(Chair) 2. Mr. Krishnanand Parmanand Pant Independent and Non-Executive Director 3. Mr. Arnab Banerjee Independent and Non-Executive Director



Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatoryTextual Information(1)
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)
110-11-2015
212-02-201694
326-02-201614
402-03-20165
507-03-20165
631-03-201624



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Textual Information(1)Meetings of Board of Directors as Follows:- 1. First Meeting in the Current Quarter i.e January to March, 2016 was held on 12-02-2016 and last meeting in the Last Quarter was held on 10-11-2015 (time gap between these two consecutive meetings was 94 Days). 2. Second Meeting in the Current Quarter was held on 26-02-2016 relating to approval of listing agreement(time gap between these two consecutive meetings was 14 Days). 3.Third Meeting in the Current Quarter was held on 02-03-2016 relating to Appointment of Company Secretary (time gap between these two consecutive meetings was 5 Days). 4. Fourth Meeting in the Current Quarter was held on 07-03-2016 relating to Appointment of Secretarial Auditor and Internal Auditor (time gap between these two consecutive meetings was 5 Days). 5. Fifth Meeting in the Current Quarter was held on 31-03-2016 relating to Appointment of Chief Financial officer of the Company (time gap between these two consecutive meetings was 24 Days).



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory Textual Information(1)
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum met (details)Date(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)
1Audit Committee12-02-2016YesAll Members were present09-11-201595
2Nomination and remuneration committee02-03-2016YesAll Members were present
3Nomination and remuneration committee31-03-2016YesAll Members were present29



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Textual Information(1)Meeting of Committees were as follows:- 1. Audit Committee: Meeting of Audit Committee was held on 12-02-2016 and meeting of Committee was held in previous quarter on 09-11-2015 (gap between two consecutive meeting was 95 Days). 2. Nomination and Remuneration Committee: Meeting of Nomination and Remuneration Committee was held on 02-03-2016. 3. Nomination and Remuneration Committee: Meeting of Nomination and Remuneration Committee was held on 31-03-2016 (gap between two consecutive meeting was 29 Days).



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 obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA
Disclosure of notes on related party transactions Textual Information(1)
Disclosure of notes of material transaction with related partyTextual Information(2)



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Textual Information(1)There is no Related Party Transaction during the Quarter Period 01-01-2016 to 31-03-2016
Textual Information(2)There were no material transaction done during the current quarter 01-01-2016 to 31-03-2016.



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, 2015Yes
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. Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)
9Any other information to be provided Textual Information(2)



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Textual Information(1)No Comment/Advice/ Observations has been received from Board of Directors.
Textual Information(2)No other information has been provided



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 businessYeshttp://www.sofcomsystems.com/docs/InformationMemorandum.pdf
2Terms and conditions of appointment of independent directorsYeshttp://www.sofcomsystems.com/investor.html
3Composition of various committees of board of directorsYeshttp://www.sofcomsystems.com/docs/CorpGovernance_Dec15.pdf
4Code of conduct of board of directors and senior management personnelYeshttp://www.sofcomsystems.com/docs/InformationMemorandum.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.sofcomsystems.com/docs/CodeOfConduct.pdf
6Criteria of making payments to non-executive directorsYeshttp://www.sofcomsystems.com/docs/InformationMemorandum.pdf
7Policy on dealing with related party transactionsYeshttp://www.sofcomsystems.com/docs/CodeOfConduct.pdf
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsNA
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttp://www.sofcomsystems.com/investor.html
11email address for grievance redressal and other relevant detailsYeshttp://www.sofcomsystems.com/investor.html
12Financial resultsYeshttp://www.sofcomsystems.com/docs/QtrFinancials_Dec15.pdf
13Shareholding patternYeshttp://www.sofcomsystems.com/docs/SharePattern_Dec15.pdf
14Details of agreements entered into with the media companies and/or their associatesYeshttp://www.sofcomsystems.com/investor.html
15New name and the old name of the listed entityNA
Disclosure of notes on website in terms of Listing Regulations explantory [Text Block]Textual Information(1)



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Textual Information(1)Disclosure on notes on website in terms of Listing Regulations Explanatory is Elaborated on the Web Addresshttp://www.sofcomsystems.com/docs/InformationMemorandum.pdf



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)Yes
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
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)NA
20Approval for material related party transactions23(4)NA
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)NA
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 NotesTextual Information(1)

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Textual Information(1)No Related Party transaction



Annexure II

III. Affirmations

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 providedTextual Information(1)

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Textual Information(1)Not Applicable on Company



Signatory Details

Name of signatoryKISHORE MEHTA
Designation of personManaging Director
PlaceJAIPUR
Date04-04-2016