General information about company

Scrip code538923
NSE Symbol
MSEI Symbol
ISININE499Q01012
Name of the entitySOFCOM SYSTEMS LIMITED
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterHalf Yearly
Date of Report30-09-2018
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 Mehta AEOPM4918H00043865Executive DirectorChairpersonMD28-09-2017100
2Mr Nawratan Mall Mehta ADUPM4103B00858126Non-Executive - Non Independent DirectorNot Applicable15-09-2008100
3MrsAsha Mehta AEOPM4917J00043841Non-Executive - Non Independent DirectorNot Applicable24-09-2014100
4MrKrishnanand Parmanand Pant AJSPP1357Q06844490Non-Executive - Independent DirectorNot Applicable24-09-201448122



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
5Mr Sanjay Kumar Verma ABLPV4193P06844513Non-Executive - Independent DirectorNot Applicable24-09-201448120
6MrArnab Banerjee ADPPB7486H00858108Non-Executive - Independent DirectorNot Applicable26-03-1999234120



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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

Nomination and Remuneration Committee

 

Mr. Krishnanand Pant

Chairman

 

Mr. Sanjay Kumar Verma

Member

 

Mr. Arnab Banerjee

Member

Stakeholders relationship 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 Pant Non-Executive - Independent DirectorChairperson
206844513Sanjay Kumar Verma Non-Executive - Independent DirectorMember
300858108Arnab BanerjeeNon-Executive - Independent DirectorMember


Nomination and remuneration committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
106844490Krishnanand PantNon-Executive - Independent DirectorChairperson
206844513Sanjay Kumar Verma Non-Executive - Independent DirectorMember
300858108Arnab Banerjee Non-Executive - Independent DirectorMember


Stakeholders Relationship Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
106844490Krishnanand PantNon-Executive - Independent 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)
130-04-2018
229-05-201828
311-08-201873
403-09-201822



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Textual Information(1)

The Board at its meeting on 30th  April, 2018, has considered the below mentioned business:

a)       Confirm and approve the minutes of the previous meeting of Audit Committee

b)      Confirm and approve the minutes of the previous meeting of Board of Directors

c)       Appointment of M/s. M. Vashisht & Co. as Statutory Auditors to fill the casual vacancy  caused due to the resignation of M/s. R. Mohnot & Co. LLP.

 

The Board at its meeting on 29th  May, 2018, has considered the below mentioned business:

a)      Confirm and approve the minutes of the previous meeting of Audit Committee

b)      Confirm and approve the minutes of the previous meeting of Board of Directors

c)       Take Note of the disclosure of interest by all the directors as per Section 184 Companies Act, 2013.

d)       Take note of disqualification of directors as per Section 164 of Companies Act, 2013.

e)      Approve the Standalone audited financial results for the quarter and the year ended 31st March, 2018 along with report of the auditors.

 

The Board at its meeting on 11th  August, 2018, has considered the below mentioned business:

a) Confirm and approve the minutes of the previous meeting of board of directors held on 29th May, 2018

b) Confirm and approve the minutes of the previous meeting of Audit Committee held on 29th May, 2018.

c) Consider the proceedings of the Audit Committee held on 11th August, 2018

d) Take note of Corporate Governance Report for the quarter ended 30th June 2018

e) Take note of shareholding pattern as per Regulation 31 for the quarter ended 30th June, 2018

f) Take note of Reconciliation of Share Capital Audit Report as per Regulation 55A for the quarter ended 30th June, 2018

g) Take note of Investor Complaint as per Regulation 13(3) for the quarter ended 30th June, 2018

h) Consider and approve the Unaudited financial results for the quarter ended 30th June, 2018 along with Limited Review Report of the auditors.

i) Consider and approve the appointment of  M/s R. Mohnot & Co. LLP as an Internal Auditor for the F.Y. 2018-19.

j) Consider and approve the appointment of  M/s MKGP & Associates as a Secretarial Auditor for the F.Y. 2018-19

 

The Board at its meeting on 03rd  September, 2018, has considered the below mentioned business:

a) Confirm the minutes of the previous meeting of Board of Directors held on 11th August, 2018

b) Consider and approve the minutes of the previous meeting of Audit Committee held on 11th August, 2018

c) Consider the proceedings of Audit Committee Meeting held on 03rd September 2018

d) Consider the proceedings of Nomination and Remuneration Committee held on 03rd September 2018

e) consider & recommend appointment of M/s M. Vashisht & Co., Chartered Accountant as Statutory Auditor of the Company

f) Consider & approve the Notice of 23rd Annual General Meeting of the Company along with fixing of date of Book closure and e-voting period

g) Consider & approve Board Report for the FY 2017-18 along with its annexure

h) Consider and approve appointment of Scrutinizer (Postal Ballot/ e- voting)




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 Committee11-08-2018Yes330-04-2018102
2Audit Committee03-09-2018Yes329-05-201896
3Nomination and remuneration committee03-09-2018Yes3



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Textual Information(1)

Audit Committee meeting was held on 11-08-2018 for considering the below mentioned business :

 

a)     Approve the standalone unaudited financial results for the quarter ended on  30th June, 2018 along with Limited Review Report of the auditors.

 

b)     Recommend to the board the appointment of  M/s R. Mohnot & Co. LLP as an Internal Auditor for the F.Y. 2018-19.

 

Audit Committee meeting was held on 03-09-2018 for considering the below mentioned business :

a)     Consider & recommend  to the Board appointment of M/s M. Vashisht & Co., Chartered Accountant as Statutory Auditor of the Company

 

Nomination & Remuneration committee  meeting was held on 03-09-2018 for considering the below mentioned business :

a)     To Consider the Appointment of Director Retire by Rotation.

 

 

 




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)


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Textual Information(1)

 Details of Related Party Transactions during the Quarter 1-07-2018 to 30-09-2018:

Abok Springs Pvt Ltd.

 

18-07-2018 By Kotak Mahindra bank  Receipt of Rs. 50,000

26-09-2018 By State Bank of India 34355292452 Receipt of Rs. 7,22,000

 

Kishore Mehta

30-08-2018 By fees & subscription Rs. 600

27-09-2018  To State Bank of India 34355292452 payment of 9000

Textual Information(2)

 Details of Related Party Transactions during the Quarter 1-07-2018 to 30-09-2018:

Abok Springs Pvt Ltd.

 

18-07-2018 By Kotak Mahindra bank  Receipt of Rs. 50,000

26-09-2018 By State Bank of India 34355292452 Receipt of Rs. 7,22,000

 

Kishore Mehta

30-08-2018 By fees & subscription Rs. 600

27-09-2018  To State Bank of India 34355292452 payment of 9000




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



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



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

SrBroad headingRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website46(2)Yes
2Presence of Chairperson of Audit Committee at the Annual General Meeting18(1)(d)Yes
3Presence of Chairperson of the nomination and remuneration committee at the annual general meeting19(3)Yes
4Whether “Corporate Governance Report” disclosed in Annual Report34(3) read with para C of Schedule VYes

Annexure III

1Name of signatoryANSHU KANOONGO
2DesignationCompany Secretary

Signatory Details

Name of signatoryANSHU KANOONGO
Designation of personCompany Secretary
PlaceJAIPUR
Date09-10-2018