General information about company

Scrip code517500
NSE Symbol
MSEI Symbol
ISININE535D01029
Name of the entityROTO PUMPS LIMITED
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterYearly
Date of Report31-03-2019
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 explanatory
Wether the listed entity has a Regular ChairpersonYes
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
1MrHarish Chandra GuptaAARPG6840M00334405Executive DirectorChairpersonMD31-07-1975100
2MrAnurag Gupta ABZPG1273F00334160Executive DirectorNot Applicable29-10-1999110
3MrArvind Veer GuptaACDPG9595K00334233Executive DirectorNot Applicable16-01-2001110
4MrB.S.RamaswamyAAGPB5857N00334631Non-Executive - Independent DirectorNot Applicable29-09-201454110



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

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
5MrsAsha GuptaACYPG1681M00334345Non-Executive - Non Independent DirectorNot Applicable29-09-2007110
6MrRamesh Chandra VaishABIPV3776H01068196Non-Executive - Independent DirectorNot Applicable29-09-201454203
7MrAnand BordiaAAMPA7974R00679165Non-Executive - Independent DirectorNot Applicable29-09-201454220
8MrsAnnapurna DixitACJPD6077H06844250Non-Executive - Independent DirectorNot Applicable29-09-201454200



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

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
9MrBasant SethAEOPS3312P02798529Non-Executive - Independent DirectorNot Applicable12-05-201722330




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101068196Ramesh Chandra VaishNon-Executive - Independent DirectorChairperson06-08-2011
200334631B.S.RamaswamyNon-Executive - Independent DirectorMember29-06-2002
300679165Anand BordiaNon-Executive - Independent DirectorMember28-01-2010
400334345Asha GuptaNon-Executive - Non Independent DirectorMember30-06-2004
502798529Basant SethNon-Executive - Independent DirectorMember19-08-2017


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100334631B.S.RamaswamyNon-Executive - Independent DirectorChairperson29-06-2002
200334405Harish Chandra GuptaExecutive DirectorMember12-05-2017
300679165Anand BordiaNon-Executive - Independent DirectorMember28-01-2010
402798529Basant SethNon-Executive - Independent DirectorMember19-08-2017


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
101068196Ramesh Chandra VaishNon-Executive - Independent DirectorChairperson28-01-2010
200334160Anurag Gupta Executive DirectorMember29-06-2002
300334233Arvind Veer GuptaExecutive DirectorMember12-05-2017


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106844250Annapurna DixitNon-Executive - Independent DirectorChairperson26-05-2014
200334160Anurag Gupta Executive DirectorMember26-05-2014
300334233Arvind Veer GuptaExecutive DirectorMember26-05-2014


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks
100334405Harish Chandra GuptaShare Transfer And Transmission CommitteeExecutive DirectorChairperson
200334160Anurag Gupta Share Transfer And Transmission CommitteeExecutive DirectorMember
300334233Arvind Veer GuptaShare Transfer And Transmission CommitteeExecutive DirectorMember

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
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)Notes for not providing Date
112-11-2018
208-02-201987



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
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 committeeReson for not providing date
1Audit Committee08-02-2019Yes512-11-201887



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


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 signatoryASHWANI K VERMA
2DesignationCompany Secretary



Text Block

Textual Information(1)
The report for the previous quarter ended 31.12.2018 has been placed before the Board at its meeting held on 08.02.2019. This report for the quarter and financial year ended 31.03.2019 will be placed before the Board at its next meeting.



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 businessYeswww.rotopumps.com
2Terms and conditions of appointment of independent directorsYeswww.rotopumps.com
3Composition of various committees of board of directorsYeswww.rotopumps.com
4Code of conduct of board of directors and senior management personnelYeswww.rotopumps.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.rotopumps.com
6Criteria of making payments to non-executive directorsYeswww.rotopumps.com
7Policy on dealing with related party transactionsYeswww.rotopumps.com
8Policy for determining ‘material’ subsidiariesYeswww.rotopumps.com
9Details of familiarization programmes imparted to independent directorsYeswww.rotopumps.com

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 grievancesYeswww.rotopumps.com
11email address for grievance redressal and other relevant detailsYeswww.rotopumps.com
12Financial resultsYeswww.rotopumps.com
13Shareholding patternYeswww.rotopumps.com
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA


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)Yes
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
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 signatoryASHWANI K VERMA
2DesignationCompany Secretary



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 compliedYes
Any other information to be provided




Annexure II

1Name of signatoryASHWANI K VERMA
2DesignationCompany Secretary



Signatory Details

Name of signatoryASHWANI K VERMA
Designation of personCompany Secretary
PlaceNOIDA
Date15-04-2019