Subtotal:
₹0.00
Corporate Governance 30.09.2024
General information about company |
|
| Scrip code | 543829 |
| NSE Symbol | GSLSU |
| MSEI Symbol | NOTLISTED |
| ISIN | INE0JSX01015 |
| Name of the entity | GLOBAL SURFACES LIMITED |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2024 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
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) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | 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 Birth | |||||||||||||||||
| 1 | Mr | Mayank Shah | 01850199 | Executive Director | Chairperson related to Promoter | MD | 03-03-1978 | ||||||||||||||||||
| 2 | Mrs | Sweta Shah | 06883764 | Executive Director | Not Applicable | 14-11-1976 | |||||||||||||||||||
| 3 | Mr | Ashish Kumar Kachawa | 02530233 | Non-Executive - Non Independent Director | Not Applicable | 17-12-1978 | |||||||||||||||||||
| 4 | Mr | Dinesh Kumar Govil | 02402409 | Non-Executive - Independent Director | Not Applicable | 13-09-1947 | |||||||||||||||||||
| 5 | Mr | Yashwant Kumar Sharma | 08686725 | Non-Executive - Independent Director | Not Applicable | 06-12-1953 | |||||||||||||||||||
| 6 | Mr | Sudhir Baxi | 00092322 | Non-Executive - Independent Director | Not Applicable | 20-08-1952 | |||||||||||||||||||
I. Composition of Board of Directors |
|||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 |
|||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
| 5 | No | Active | |||||||||||||||||||||||
| 6 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors |
|||||||||||||||||||||||||||
| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | 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) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 24-12-2004 | 02-03-2024 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
| 2 | NA | 11-09-2021 | 21-09-2024 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
| 3 | NA | 11-02-2020 | 1 | 0 | 0 | 0 | |||||||||||||||||||||
| 4 | Yes | 16-08-2022 | 20-12-2021 | 20-12-2021 | 28-08-2024 | 32.09 | 1 | 1 | 3 | 3 | Others | ||||||||||||||||
| 5 | NA | 20-12-2021 | 20-12-2021 | 33.11 | 1 | 1 | 2 | 0 | |||||||||||||||||||
| 6 | NA | 20-12-2021 | 20-12-2021 | 33.11 | 1 | 1 | 2 | 0 | |||||||||||||||||||
Text Block |
|
| Textual Information(1) |
Mr.
Dinesh Kumar Govil (02402409) ceased to be Non Executive Independent Director
of the Company due to demise on August 28, 2024. Therefore, the data of Mr.
Dinesh Kumar Govil (02402409) in the Annx 1 - Comp. of BOD has been
updated/provided are as on August 28, 2024.
|
Annexure 1 |
|||||||
II. Composition of Committees |
|||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block |
|
| Textual Information(1) |
Mr. Dinesh Kumar Govil was Chairperson of Audit
Committee, Nomination and remuneration Committee, Stakeholders relationship Committee,
Corporate Social Responsibility Committee. Consequent to his Demise on August 28, 2024,
he ceased to be Chairperson of all the Committees of the Board. Currently there
is no Chairperson appointed in the Audit Committee, Stakeholders relationship Committee
and Corporate Social Responsibility committee.
Nomination and Remuneration Committee was
reconstituted on September 26, 2024 in which Mr. Ashish Kumar Kachawa was appointed as a member of the Committee and Mr. Yashwant Kumar Sharma was appointed
as Chairperson of the Committee.
|
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 | 02402409 | Dinesh Kumar Govil | Non-Executive - Independent Director | Chairperson | 01-03-2022 | 28-08-2024 | Textual Information(1) |
| 2 | 08686725 | Yashwant Kumar Sharma | Non-Executive - Independent Director | Member | 01-03-2022 | ||
| 3 | 00092322 | Sudhir Baxi | Non-Executive - Independent Director | Member | 08-12-2022 | ||
Sr Text Block |
|
| Textual Information(1) |
Mr.
Dinesh Kumar Govil (02402409) ceased to be Chairperson of the Audit Committee due
to demise on August 28, 2024.
|
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 | 02402409 | Dinesh Kumar Govil | Non-Executive - Independent Director | Chairperson | 01-03-2022 | 28-08-2024 | Textual Information(1) |
| 2 | 08686725 | Yashwant Kumar Sharma | Non-Executive - Independent Director | Member | 01-03-2022 | Textual Information(2) | |
| 3 | 00092322 | Sudhir Baxi | Non-Executive - Independent Director | Member | 01-03-2022 | ||
| 4 | 02530233 | Ashish Kumar Kachawa | Non-Executive - Non Independent Director | Member | 26-09-2024 | Textual Information(3) | |
Sr Text Block |
|
| Textual Information(1) |
Mr.
Dinesh Kumar Govil (02402409) ceased to be Chairperson of the Nomination and Remuneration
Committee due to demise on August 28, 2024.
|
| Textual Information(2) |
Mr. Yashwant Kumar Sharma was appointed as Chairperson of the Nomination and Remuineration Committee effective from September 26, 2024.
|
| Textual Information(3) |
Mr. Ashish Kumar Kachawa was appointed as a member of the Nomination and Remuneration Committee on September 26, 2024.
|
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 | 02402409 | Dinesh Kumar Govil | Non-Executive - Independent Director | Chairperson | 01-03-2022 | 28-08-2024 | Textual Information(1) |
| 2 | 08686725 | Yashwant Kumar Sharma | Non-Executive - Independent Director | Member | 01-03-2022 | ||
| 3 | 00092322 | Sudhir Baxi | Non-Executive - Independent Director | Member | 01-03-2022 | ||
Sr Text Block |
|
| Textual Information(1) |
Mr.
Dinesh Kumar Govil (02402409) ceased to be Chairperson of the Stakeholders and
Remuneration Committee due to demise on August 28, 2024.
|
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 | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02402409 | Dinesh Kumar Govil | Non-Executive - Independent Director | Chairperson | 01-03-2022 | 28-08-2024 | Textual Information(1) |
| 2 | 08686725 | Yashwant Kumar Sharma | Non-Executive - Independent Director | Member | 01-03-2022 | ||
| 3 | 06883764 | Sweta Shah | Executive Director | Member | 01-03-2022 | ||
Sr Text Block |
|
| Textual Information(1) |
Mr.
Dinesh Kumar Govil (02402409) ceased to be Chairperson of the Corporate Social
Responsibility Committee due to demise on August 28, 2024.
|
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) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 29-04-2024 | Yes | 6 | 4 | 3 | |||
| 2 | 22-05-2024 | 22 | Yes | 6 | 5 | 3 | ||
| 3 | 29-05-2024 | 6 | Yes | 6 | 5 | 2 | ||
| 4 | 14-08-2024 | 76 | Yes | 6 | 4 | 2 | ||
Annexure 1 |
||||||||||
IV. Meeting of Committees |
||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Nomination and remuneration committee | 29-04-2024 | Yes | 3 | 3 | 3 | 0 | |||
| 2 | Nomination and remuneration committee | 14-08-2024 | 106 | Yes | 3 | 2 | 2 | 0 | ||
| 3 | Audit Committee | 29-04-2024 | Yes | 3 | 3 | 3 | 0 | |||
| 4 | Audit Committee | 22-05-2024 | 22 | Yes | 3 | 3 | 3 | 0 | ||
| 5 | Audit Committee | 29-05-2024 | 6 | Yes | 3 | 2 | 2 | 0 | ||
| 6 | Audit Committee | 14-08-2024 | 76 | Yes | 3 | 2 | 2 | 0 | ||
Annexure 1 |
||||||||||
IV. Meeting of Committees |
||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Stakeholders Relationship Committee | 14-08-2024 | Yes | 3 | 2 | 2 | 0 | |||
| 8 | Corporate Social Responsibility Committee | 14-08-2024 | Yes | 3 | 2 | 1 | 0 | |||
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 | Yes | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
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 1000 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 | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 |
||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Dharam Singh Rathore |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block |
|
| Textual Information(1) |
The
Board and Committees of the Board was duly constituted at the beginning of the Quarter
but consequent to the demise of Mr. Dinesh Kumar Govil, Non-Executive Independent
Director of the Company on August 28, 2024, the Board is not duly constituted
as per the provisions. The Company is in the process of duly Constituting the
Board and Committees within the stipulated timeline(s).
|
Annexure III |
||||
III. Affirmations |
||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | No | Annual general Meeting of the Company was held on September 21, 2024 after the demise of Mr. Dinesh Kumar Govil, Chairperson of the Audit Committee, on August 28, 2024. |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | No | Annual general Meeting of the Company was held on September 21, 2024 after the demise of Mr. Dinesh Kumar Govil, Chairperson of the Nomination and Remuneration Committee, on August 28, 2024. |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | No | Annual general Meeting of the Company was held on September 21, 2024 after the demise of Mr. Dinesh Kumar Govil, Chairperson of the Stakeholder Relationship Committee, on August 28, 2024. |
| 5 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Submission of Annual Secretarial Compliance Report | 24A(2) | Yes | |
| 7 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| 6 | ||||
Annexure III |
||
| 1 | Name of signatory | Dharam Singh Rathore |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
|||||||
| Applicability of disclosure | Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below |
|||||||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||||||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |||||
| Promoter or any other entity controlled by them | 0 | 0 | |||||
| Promoter Group or any other entity controlled by them | 0 | 0 | |||||
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | |||||
| KMPs or any other entity controlled by them | 0 | 0 | |||||
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By |
|||||||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) | ||||
| Promoter or any other entity controlled by them | 0 | 0 | 0 | ||||
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 | ||||
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 | ||||
| KMPs or any other entity controlled by them | 0 | 0 | 0 | ||||
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by |
|||||||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months | ||||
| Promoter or any other entity controlled by them | 0 | 0 | 0 | ||||
| Promoter Group or any other entity controlled by them | 0 | 0 | 0 | ||||
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 | ||||
| KMPs or any other entity controlled by them | 0 | 0 | 0 | ||||
| (D) Additional Information | Textual Information(2) | ||||||
II. Affirmations |
|||||||
| Affirmations | Compliance Status | Company Remarks | |||||
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | Yes | Textual Information(3) | |||||
| Name | Kamal Kumar Somani | ||||||
| Designation | CFO | ||||||
| Place | Jaipur | ||||||
| Date | 18-10-2024 | ||||||
Text Block |
Details of Cyber security incidence |
||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr. | Date of the event | Brief details of the event |
Signatory Details |
|
| Name of signatory | Dharam Singh Rathore |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Jaipur |
| Date | 18-10-2024 |
