MSEI Symbol

Scrip code538923
NSE Symbol
MSEI Symbol
ISININE499Q01012
Name of the entitySOFCOM SYSTEMS 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
1Mr KISHORE MEHTAAEOPM4918H00043865Executive DirectorChairpersonMD28-09-2017100
2MrsASHA MEHTAAEOPM4917J00043841Non-Executive - Non Independent DirectorNot Applicable24-09-2014100
3Mr NAWRATAN MALL MEHTAADUPM4103B00858126Non-Executive - Non Independent DirectorNot Applicable15-09-2008100
4Mr ARNAB BANERJEEADPPB7486H00858108Non-Executive - Independent DirectorNot Applicable26-03-1999228120



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
5MrKRISHNANAND PANTAJSPP1357Q06844490Non-Executive - Independent DirectorNot Applicable24-09-201442122
6MrSANJAY KUMAR VERMAABLPV4193P06844513Non-Executive - Independent DirectorNot Applicable24-09-201442120



Text Block

Textual Information(1)

Directors

Designation

Mr. Kishore Mehta

Managing Director

Mr. Arnab Banerjee

Non Executive Independent Director

Mr. Nawrattan Mall Mehta

Non Executive Director

Mrs. Asha Mehta

Non Executive Director

Mr. Krishnanand Pant

Non Executive Independent Director

Mr. Sanjay Kumar Verma

Non Executive Independent Director




Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)
Is there any change in information of committees compare to previous quarterYes

Annexure 1 Text Block

Textual Information(1)

Committee

Director Name

Designation

Audit Committee

 

Mr. Krishnanand Pant

Chairman

 

Mr. Sanjay Kumar Verma

Member

 

Mr. Arnab Banerjee

Member

Remuneration Committee

 

Mr. Krishnanand Pant

Chairman

 

Mr. Sanjay Kumar Verma

Member

 

Mr. Arnab Banerjee

Member

Shareholder / Investor Grievance Committee

 

Mr. Krishnanand Pant

Chairman

 

Mr. Sanjay Kumar Verma

Member

 

Mr. Arnab Banerjee

Member



Audit Committee Details

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
106844490Krishnanand PantExecutive DirectorChairperson
206844513Sanjay Kumar VermaNon-Executive - Independent DirectorMember
300858108Arnab BanerjeeNon-Executive - Independent DirectorMember


Nomination and remuneration committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
106844490Krishnanand PantExecutive DirectorChairperson
206844513Sanjay Kumar VermaNon-Executive - Independent DirectorMember
300858108Arnab BanerjeeNon-Executive - Independent DirectorMember


Stakeholders Relationship Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
106844490Krishnanand PantExecutive DirectorChairperson
206844513Sanjay Kumar VermaNon-Executive - Independent DirectorMember
300858108Arnab BanerjeeNon-Executive - Independent DirectorMember


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 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)
113-12-2017
213-02-201861



Text Block

Textual Information(1)

The Board at its meeting on 13th  December, 2017, has considered the below mentioned business:

a)      Confirm and approve the minutes of the previous meeting of Audit Committee held on 13th September, 2017.

 

b)      Confirm and approve the minutes of the previous meeting of Board of Directors held on 14th September, 2017.

 

c)      Consider and approve the proceedings of the meeting of Audit Committee members held on 12th December, 2017

 

d)      Approve the Standalone Unaudited financial results for the quarter ended 30th September, 2017  along with the limited review report of the auditors

 

e)      Take note of Corporate Governance Report for the quarter ended 30th September, 2017

 

f)       Take note of Shareholding pattern for the quarter ended 30th September, 2017

 

 

The Board at its meeting on 13th  February, 2018, has considered the below mentioned business:

 

a)      Confirm and approve the minutes of the previous meeting of Audit Committee held on 12th December, 2017

 

b)      Confirm and approve the minutes of the previous meeting of Board of Directors held on 13th December, 2017

 

c)      Consider and approve the proceedings of the meeting of Audit Committee members held on 13th February, 2018.

 

d)      Approve the Standalone Unaudited financial results for the quarter ended 31st December, 2017  along with the limited review report of the auditors

 

e)      Take note of Corporate Governance Report for the quarter ended 31st December, 2017

 

f)       Take note of Shareholding patter as per Regulation 31 for the  quarter ended 31st December, 2017.

 

In all the meetings, quorum was duly met.




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 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 Committee13-02-2018Yes312-12-201762



Text Block

Textual Information(1)

Audit Committee meeting was held on 12-12-2017

 

To approve the standalone unaudited financial results for the quarter ended on 30th September, 2017 along with the limited review report

 

Audit Committee meeting was held on 13-02-2018

 

To approve the standalone unaudited financial results for the quarter ended on 31st December, 2017 along with the limited review report




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



Text Block

Textual Information(1)

Details of Related Party Transactions during the Quarter 01-01-2018 to 31-03-2018:

Abok Springs Pvt Ltd.(Associate Company)

28-03-2018      By State Bank of India 34355292452                Receipt of Rs 15,50,000

30-03-2018      To Kotak Mahendra                             Bank  payment of Rs. 15,12,730

 

Kishore Mehta (Director)

30-01-2018  By Income tax deducted at source                  Rs. 27,438

31-03-2018    By office Rent                                               Rs 30,000

Textual Information(2)

Details of Related Party Transactions during the Quarter 01-01-2018 to 31-03-2018:

Abok Springs Pvt Ltd.(Associate Company)

28-03-2018      By State Bank of India 34355292452                Receipt of Rs 15,50,000

30-03-2018      To Kotak Mahendra                             Bank  payment of Rs. 15,12,730

 

Kishore Mehta (Director)

30-01-2018  By Income tax deducted at source                  Rs. 27,438

31-03-2018    By office Rent                                               Rs 30,000




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.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)



Annexure 1

SrSubjectCompliance status
1Name of signatoryANSHU KANOONGO
2DesignationCompany Secretary



Text Block

Textual Information(1)
No comments or observations are mentioned by Board of Directors



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 businessYes http://www.sofcomsystems.com/company.html
2Terms and conditions of appointment of independent directorsYeshttp://www.sofcomsystems.com/investor.html
3Composition of various committees of board of directorsYes http://www.sofcomsystems.com/management.html
4Code of conduct of board of directors and senior management personnelYeshttp://www.sofcomsystems.com/docs/CodeOfConduct.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.sofcomsystems.com/docs/Sofcom_VigilMechPolicy16.pdf
6Criteria of making payments to non-executive directorsYes http://www.sofcomsystems.com/docs/InformationMemorandum.pdf
7Policy on dealing with related party transactionsYes http://www.sofcomsystems.com/docs/Sofcom_RPT_Policy16.pdf
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsNA



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 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/investor.html
13Shareholding patternYeshttp://www.sofcomsystems.com/investor.html
14Details of agreements entered into with the media companies and/or their associatesNA
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)



Text Block

Textual Information(1)
No comments



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



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)NA



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)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 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 signatoryANSHU KANOONGO
2DesignationCompany Secretary



Signatory Details

Name of signatory ANSHU KANOONGO
Designation of personCompany Secretary
PlaceJAIPUR
Date13-04-2018