General information about company | |
| Scrip code | 530557 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE132F01020 |
| Name of the entity | NCL RESEARCH & FINANCIAL SERVICES LTD |
| Date of start of financial year | 01-04-2018 |
| Date of end of financial year | 31-03-2019 |
| Reporting Quarter | Quarterly |
| Date of Report | 31-12-2018 |
| 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 | ||||||||||||||
| Wether the listed entity has a Regular Chairperson | 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 for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Vijay Jaideo Poddar | AACPP8853C | 00339268 | Executive Director | Not Applicable | CEO-MD | 30-01-2008 | 26-11-2018 | 0 | 0 | 0 | |||
| 2 | Mr | Goutam Bose | AQZPB5905C | 02504803 | Executive Director | Chairperson | CEO-MD | 26-11-2018 | 1 | 2 | 0 | ||||
| 3 | Mr | Laxmi Narayan Sharma | AJVPS7669F | 00356855 | Non-Executive - Independent Director | Not Applicable | 25-07-2009 | 49 | 6 | 7 | 5 | ||||
| 4 | Mrs | Puspa Devi Saraswat | ALXPS9503L | 05165143 | Non-Executive - Independent Director | Not Applicable | 27-03-2015 | 43 | 2 | 0 | 0 | ||||
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 | |||||||||||||||
| 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 for not providing PAN | Notes for not providing DIN |
| 5 | Mrs | Amita Bose | DDMPB1306N | 08282967 | Non-Executive - Independent Director | Not Applicable | 26-11-2018 | 1 | 1 | 2 | 0 | ||||
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | |||||||
| Is there any change in information of committees compare to previous quarter | Yes | ||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02504803 | Goutam Bose | Executive Director | Member | 26-11-2018 | Textual Information(1) | |
| 2 | 00356855 | Laxmi Narayan Sharma | Non-Executive - Independent Director | Chairperson | 25-07-2009 | ||
| 3 | 00339268 | Vijay Jaideo Poddar | Executive Director | Member | 30-01-2008 | 26-11-2018 | Textual Information(2) |
| 4 | 08282967 | Amita Bose | Non-Executive - Independent Director | Member | 26-11-2018 | ||
Sr Text Block | |
| Textual Information(1) | Mr. Gotam Bose has been appointed as Member of the Audit Committee after tendering resignation as Chairman of the Audit Committee w.e.f. 26/11/2018. Earlier Mr. Goutam Bose was Independent Director of the Company and due to re-shuffling of Directorship, he has been appointed as Executive Director of the Company. |
| Textual Information(2) | Mr. Vijay Jaideo Poddar has resigned from Board and Audit Committee w.e.f. 26th November, 2018. |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02504803 | Goutam Bose | Executive Director | Member | 27-05-2014 | 26-11-2018 | Textual Information(1) |
| 2 | 00356855 | Laxmi Narayan Sharma | Non-Executive - Independent Director | Chairperson | 27-05-2014 | ||
| 3 | 05165143 | Puspa Devi Saraswat | Non-Executive - Independent Director | Member | 27-03-2015 | ||
| 4 | 08282967 | Amita Bose | Non-Executive - Independent Director | Member | 26-11-2018 | ||
Sr Text Block | |
| Textual Information(1) | Mr. Goutam Bose has resigned from N&R Committeee w.e.f. 26/11/2018. |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02504803 | Goutam Bose | Executive Director | Member | 25-07-2009 | ||
| 2 | 00356855 | Laxmi Narayan Sharma | Non-Executive - Independent Director | Chairperson | 25-07-2009 | ||
| 3 | 00339268 | Vijay Jaideo Poddar | Executive Director | Member | 30-01-2008 | 26-11-2018 | Textual Information(1) |
| 4 | 08282967 | Amita Bose | Non-Executive - Independent Director | Member | 26-11-2018 | ||
Sr Text Block | |
| Textual Information(1) | Mr. Vijay Jaideo Poddar has resigned from Board and Stakeholders' Relationship Committee w.e.f. 26th November, 2018. |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
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 | 25-09-2018 | ||
| 2 | 31-10-2018 | 35 | |
| 3 | 26-11-2018 | 25 | |
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 | 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 | 31-10-2018 | Yes | 3 | 25-09-2018 | 35 | |
| 2 | Stakeholders Relationship Committee | 11-10-2018 | Yes | 3 | 18-07-2018 | 84 | |
| 3 | Nomination and remuneration committee | 26-11-2018 | Yes | 3 | 25-09-2018 | 61 | |
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 | NA | |
| 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 | NA | |
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 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Goutam Bose |
| 2 | Designation | Managing Director |
Signatory Details | |
| Name of signatory | Goutam Bose |
| Designation of person | Managing Director |
| Place | Mumbai |
| Date | 10-01-2019 |