General information about company | |
| Scrip code | 531126 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | |
| Name of the entity | VIRTUALSOFT SYSTEMS LIMITED |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2022 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
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 | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson related to Promoter | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| 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 | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | 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 (Refer Regulation 17A(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 | GOKUL NARESH TANDAN | AACPT0696H | 00441563 | Executive Director | Chairperson | MD | 25-03-1955 | No | Active | NA | 31-07-2000 | 1 | 0 | 0 | 0 | |||||||||
| 2 | Mr | RAJENDRA VIRUPAKSHA KULKARNI | ABBPK8717J | 00988255 | Non-Executive - Non Independent Director | Not Applicable | 18-05-1957 | No | Active | NA | 01-07-2000 | 1 | 0 | 2 | 0 | ||||||||||
| 3 | Mrs | Ashima Puri | AXTPP1547M | 07283446 | Non-Executive - Independent Director | Not Applicable | 25-11-1985 | No | Active | NA | 30-09-2015 | 84 | 1 | 1 | 2 | 2 | |||||||||
| 4 | Mr | Sriniwas Chandan | AMDPC4976A | 07263320 | Non-Executive - Independent Director | Not Applicable | 03-12-1977 | No | Active | NA | 30-09-2019 | 12-08-2022 | 35 | 1 | 1 | 2 | 0 | ||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| 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 | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | 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 (Refer Regulation 17A(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 | Mr | VIKRAM GROVER | ASBPG6511D | 09692781 | Non-Executive - Independent Director | Not Applicable | 07-04-1991 | No | Active | NA | 12-08-2022 | 1 | 1 | 1 | 2 | 0 | |||||||||
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 | 07283446 | Ashima Puri | Non-Executive - Independent Director | Chairperson | 13-10-2015 | ||
| 2 | 00988255 | RAJENDRA VIRUPAKSHA KULKARNI | Non-Executive - Non Independent Director | Member | 13-10-2015 | ||
| 3 | 07263320 | Sriniwas Chandan | Non-Executive - Independent Director | Member | 14-11-2019 | 12-08-2022 | |
| 4 | 09692781 | VIKRAM GROVER | Non-Executive - Independent Director | Member | 12-08-2022 | ||
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 | 00988255 | RAJENDRA VIRUPAKSHA KULKARNI | Non-Executive - Non Independent Director | Member | 14-11-2018 | ||
| 2 | 07283446 | Ashima Puri | Non-Executive - Independent Director | Chairperson | 14-11-2018 | ||
| 3 | 07263320 | Sriniwas Chandan | Non-Executive - Independent Director | Member | 14-11-2019 | 12-08-2022 | |
| 4 | 09692781 | VIKRAM GROVER | Non-Executive - Independent Director | Member | 12-08-2022 | ||
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 | 00988255 | RAJENDRA VIRUPAKSHA KULKARNI | Non-Executive - Non Independent Director | Member | 14-02-2019 | ||
| 2 | 07283446 | Ashima Puri | Non-Executive - Independent Director | Chairperson | 14-02-2019 | ||
| 3 | 07263320 | Sriniwas Chandan | Non-Executive - Independent Director | Member | 14-11-2019 | 12-08-2022 | |
| 4 | 09692781 | VIKRAM GROVER | Non-Executive - Independent Director | Member | 12-08-2022 | ||
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 | |||||||
| 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) | 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 | 30-05-2022 | Yes | 4 | 4 | 2 | |||
| 2 | 12-08-2022 | 73 | Yes | 4 | 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 as on date of the meeting | Number of Directors (All directors including Independent director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 30-05-2022 | Yes | 4 | 4 | 2 | 2 | |||
| 2 | Audit Committee | 12-08-2022 | 73 | Yes | 4 | 4 | 2 | 2 | ||
| 3 | Nomination and remuneration committee | 30-05-2022 | Yes | 4 | 4 | 2 | 2 | |||
| 4 | Nomination and remuneration committee | 12-08-2022 | 73 | Yes | 4 | 4 | 2 | 2 | ||
| 5 | Stakeholders Relationship Committee | 30-05-2022 | Yes | 4 | 4 | 2 | 2 | |||
| 6 | Stakeholders Relationship Committee | 12-08-2022 | 73 | Yes | 4 | 4 | 2 | 2 | ||
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 |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Mukta Ahuja |
| 2 | Designation | Company Secretary and Compliance Officer |
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) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | ||||
Annexure III | ||
| 1 | Name of signatory | Mukta Ahuja |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Signatory Details | |
| Name of signatory | Mukta Ahuja |
| Designation of person | Company Secretary and Compliance Officer |
| Place | New Delhi |
| Date | 22-11-2022 |