General information about company | |
| Scrip code | 539378 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE848R01018 |
| Name of the entity | SONI MEDICARE LIMITED |
| Date of start of financial year | 01-04-2018 |
| Date of end of financial year | 31-03-2019 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2019 |
| 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 | Textual Information(1) | ||||||||||||||
| 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 | BIMAL ROY SONI | AFPPS1588H | 00716246 | Executive Director | Chairperson | MD | 26-09-2017 | 1 | 0 | 0 | ||||
| 2 | Mr | MAHAVIR PRASAD YADAV | AARPY8838K | 05249381 | Non-Executive - Independent Director | Not Applicable | 30-09-2015 | 60 | 1 | 2 | 1 | ||||
| 3 | Mr | SUMER CHAND JAIN | ACUPJ8426H | 00254274 | Non-Executive - Independent Director | Not Applicable | 30-09-2015 | 60 | 1 | 1 | 0 | ||||
| 4 | Mrs | ANJU SONI | AFPPS1706M | 00716193 | Non-Executive - Non Independent Director | Not Applicable | 02-08-1988 | 1 | 2 | 1 | |||||
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 | MAMTA SHARMA | AHXPS6519E | 07060149 | Non-Executive - Independent Director | Not Applicable | 30-09-2015 | 60 | 1 | 2 | 0 | ||||
Text Block | |
| Textual Information(1) | Mr. Bimal Roy Soni originally appointed as director on dated 02-08-1988 and re-designated as Managing Director on dated 26-09-2017 Mr. MAHAVIR PRASAD YADAV is Chairperson of Audit Committee and Member of Nomination and Remuneration committee and Stakeholder Committee Mr. SUMER CHAND JAIN is Chairman of Nomination and Remuneration committee and Member of Stakeholder Committee Mrs. ANJU SONI is member of the Audit Committee and Nomination and Remuneration Committee and Chairperson of Stakeholders Committee Mrs. MAMTA SHARMA is member of Audit Committee, Nomination and Remuneration committee and Stakeholder Committee |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |||||||||||||||||||||||||||||||||||||||||||
| Textual Information(1) |
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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 | 05249381 | MAHAVIR PRASAD YADAV | Non-Executive - Independent Director | Chairperson | 06-01-2015 | ||
| 2 | 00716193 | ANJU SONI | Non-Executive - Non Independent Director | Member | 30-09-2015 | ||
| 3 | 07060149 | MAMTA SHARMA | Non-Executive - Independent Director | Member | 06-01-2015 | ||
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 | 00254274 | SUMER CHAND JAIN | Non-Executive - Independent Director | Chairperson | 06-01-2015 | ||
| 2 | 05249381 | MAHAVIR PRASAD YADAV | Non-Executive - Independent Director | Member | 06-01-2015 | ||
| 3 | 07060149 | MAMTA SHARMA | Non-Executive - Independent Director | Member | 06-01-2015 | ||
| 4 | 00716193 | ANJU SONI | Non-Executive - Non Independent Director | Member | 30-09-2015 | ||
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 | 00716193 | ANJU SONI | Non-Executive - Non Independent Director | Chairperson | 30-09-2015 | ||
| 2 | 00254274 | SUMER CHAND JAIN | Non-Executive - Independent Director | Member | 06-01-2015 | ||
| 3 | 05249381 | MAHAVIR PRASAD YADAV | Non-Executive - Independent Director | Member | 06-01-2015 | ||
| 4 | 07060149 | MAMTA SHARMA | Non-Executive - Independent Director | Member | 30-09-2015 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| 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 | Textual Information(1) | |||
| 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) | Notes for not providing Date |
| 1 | 13-11-2018 | |||
| 2 | 14-02-2019 | 92 | ||
Text Block | |
| Textual Information(1) |
The Board at its meeting on 14th February, 2019, has considered the below mentioned business: a) Confirm and approve the minutes of the previous meeting of board of directors held on 13th November, 2018.
b) Confirm and approve the minutes of the previous meeting of Audit Committee held on 13th November, 2018.
c) Consider the proceedings of the Audit Committee held on 14th February, 2019.
d) Approve the Standalone Unaudited financial results for the quarter ended 31st December, 2018 along with Limited Review Report of the auditors.
e) To take on record the certified share capital audit from PCS for the quarter ended 31st December, 2018.
f) To take note Corporate Governance Report for the quarter ended 31st December, 2018.
g) To take note of the Shareholding Pattern as per Regulation 31 for the quarter ended 31st December, 2018.
h) In all the above meeting quorum was duly met.
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Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | Textual Information(1) | |||||||
| 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 | Reson for not providing date |
| 1 | Audit Committee | 14-02-2019 | Yes | 3 | 13-11-2018 | 92 | ||
Text Block | |
| Textual Information(1) | 1. Audit Committee meeting was held on 14-02-2019 To approve the Standalone Unaudited financial results for the quarter ended & half year ended 31st December, 2018 along with the limited review report of the auditors. |
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 | Yes | |
| 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 | Yes | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
| Disclosure of notes of material transaction with related party | Textual Information(2) | ||
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| Textual Information(1) |
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| Textual Information(2) |
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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 | POOJA SHARMA |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block |
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 | https://www.sonihospitals.com/about-soni-group/ | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.sonihospitals.com | |
| 3 | Composition of various committees of board of directors | Yes | https://www.sonihospitals.com/our-management/ | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.sonihospitals.com | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | https://www.sonihospitals.com/wp-content/uploads/2018/03/VIGIL-MECHANISM_COMPLETE.pdf | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.sonihospitals.com | |
| 7 | Policy on dealing with related party transactions | Yes | https://www.sonihospitals.com/wp-content/uploads/2018/04/RPT_POLICY.pdf | |
| 8 | Policy for determining ‘material’ subsidiaries | NA | ||
| 9 | Details of familiarization programmes imparted to independent directors | NA | ||
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 |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://www.sonihospitals.com/corporate-information/ | |
| 11 | email address for grievance redressal and other relevant details | Yes | https://www.sonihospitals.com/corporate-information/ | |
| 12 | Financial results | Yes | https://www.sonihospitals.com/quarterly-financials/ | |
| 13 | Shareholding pattern | Yes | https://www.sonihospitals.com/shareholding-pattern/ | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 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) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Review of Compliance Reports | 17(3) | Yes | |
| 5 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 6 | Code of Conduct | 17(5) | Yes | |
| 7 | Fees/compensation | 17(6) | Yes | |
| 8 | Minimum Information | 17(7) | Yes | |
| 9 | Compliance Certificate | 17(8) | Yes | |
| 10 | Risk Assessment & Management | 17(9) | Yes | |
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. |
| 11 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 12 | Composition of Audit Committee | 18(1) | Yes | |
| 13 | Meeting of Audit Committee | 18(2) | Yes | |
| 14 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 15 | Composition of Stakeholder Relationship Committee | 20(1) & (2) | Yes | |
| 16 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 17 | Vigil Mechanism | 22 | Yes | |
| 18 | Policy for related party Transaction | 23(1),(5),(6),(7) & (8) | Yes | |
| 19 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 20 | Approval for material related party transactions | 23(4) | Yes | |
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. |
| 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) | Yes | |
| 24 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 25 | Familiarization of independent directors | 25(7) | NA | |
| 26 | Memberships in Committees | 26(1) | Yes | |
| 27 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 28 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 29 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | ||||
Annexure II | ||
| 1 | Name of signatory | POOJA SHARMA |
| 2 | Designation | Company Secretary |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | NA | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | POOJA SHARMA |
| 2 | Designation | Company Secretary |
Signatory Details | |
| Name of signatory | POOJA SHARMA |
| Designation of person | Company Secretary |
| Place | JAIPUR |
| Date | 13-04-2019 |