Zodiac Clothing : Corporate Governance Report - 30.06.2023

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General information about company
Scrip code	521163
NSE Symbol	ZODIACLOTH
MSEI Symbol	NOTLISTED
ISIN	INE206B01013
Name of the entity	ZODIAC CLOTHING COMPANY LIMITED
Date of start of financial year	01-04-2023
Date of end of financial year	31-03-2024
Reporting Quarter	Quarterly
Date of Report	30-06-2023
Risk management committee	Applicable
Market Capitalisation as per immediate previous Financial	Top 2000 listed entities
Year
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Enter the quarter ended date only

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Disclosure of notes on composition of board of directors explanatory	Add Notes
Whether the listed entity has a Regular Chairperson	Yes
Whether Chairperson is related to MD or CEO	Yes

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

No of Directorship in

No of Independent Directorship in listed

Number of memberships in No of post of Chairperson in

Sr	Title		PAN	DIN
(Mr /	Name of the Director	Category 1 of directors	Category 2 of directors	Category 3 of directors	Date of Birth
	Ms)

	Add	Delete
				Non-Executive - Non Independent
1	Mr	ANEES YUSUF NOORANI	00041686	Director	Chairperson		11-12-1950	No
2	Mr	SALMAN YUSUF NOORANI	00068423	Executive Director	Not Applicable	MD	15-03-1963	No
				Non-Executive - Independent
3	Mrs	ELIZABETH JANE HULSE	07094093	Director	Not Applicable		20-12-1950	No
				Non-Executive - Independent
4	Mr	YOGENDRA PREMKRISHNA TRIVEDI	00001879	Director	Not Applicable		06-01-1929	No
				Non-Executive - Independent
5	Mr	SUBRAMANIAM RAMACHANDRAN IYER	00580437	Director	Not Applicable		25-05-1940	No
				Non-Executive - Independent
6	Mr	BERNHARD STEINRUECKE	01122939	Director	Not Applicable		29-06-1955	No
				Non-Executive - Independent
7	Mr	NAUSHAD DARIUS FORBES	00630825	Director	Not Applicable		13-05-1960	No
				Non-Executive - Independent

Whether the director is

disqualified?

				Whether special resolution
Start Date of disqualification	End Date of disqualification	Details of disqualification	Current status	passed?	Date of passing special
[Refer Reg. 17(1A) of Listing	resolution
				Regulations]
		Active		NA
		Active		NA
		Active		NA
		Active		Yes	05-08-2019
		Active		Yes	05-08-2019
		Active		NA
		Active		NA

Initial Date of appointment	Date of Re-	Date of
appointment	cessation
14-06-1984	12-02-2020
01-03-2003	01-03-2023
11-02-2015	12-08-2020
12-08-2014	05-08-2019
12-08-2014	05-08-2019
12-08-2014	05-08-2019
29-03-2018	29-03-2023

Tenure of

director (in months)

100.20

106.19

106.19

106.19

63.02

listed entities

including this listed

entity (Refer

Regulation 17A of Listing Regulations)

1

1

1

1

1

1

5

entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations

1

1

1

1

1

1

5

Audit/ Stakeholder	Audit/ Stakeholder
Committee(s) including this	Committee held in listed	Notes for not providing	Notes for not providing
listed entity (Refer	entities including this listed	PAN	DIN
Regulation 26(1) of Listing	entity (Refer Regulation
Regulations)	26(1) of Listing Regulations)
1	1

• 0

0	0	2

• 0
• 1

0

0

• 2

8

Mr

VAMAN MADHAV APTE

00003651

Director

Not Applicable

04-02-1957

No

Active

NA

13-08-2019

13-08-2019

46.181

1

• 0

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			Annexure 1
			II. Composition of Committees
			Disclosure of notes on composition of committees explanatory
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
Audit Committee Details
				Whether the Audit Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00580437	SUBRAMANIAM RAMACHANDRAN I Non-Executive - Independent Director	Chairperson
2	00001879	YOGENDRA PREMKRISHNA TRIVEDI Non-Executive - Independent Director	Member
3	00003651	VAMAN MADHAV APTE	Non-Executive - Independent Director	Member
4
5
6
7
8
9
10
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
Nomination and remuneration committee
			Whether the Nomination and remuneration committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00001879	YOGENDRA PREMKRISHNA TRIVEDI Non-Executive - Independent Director	Chairperson
2	00580437	SUBRAMANIAM RAMACHANDRAN I Non-Executive - Independent Director	Member
3	00003651	VAMAN MADHAV APTE	Non-Executive - Independent Director	Member
4

5

6

7

8

9

10

Add Notes

Yes

Date of Appointment

12-08-2019

12-08-2019

13-08-2019

Yes

Date of Appointment

12-08-2019

12-08-2019

13-08-2019

For this quarter kindly note the following points:

1. Date of Appointment and Date of Cessation (if applicable) must be mandatorily filled for every Committee.
2. Date of Appointment can be any day upto September 30, 2022.
3. Date of Cessation must be for the current quarter only, i.e. July 1,2022 to September 30,2022

Date of Cessation

Remarks

Date of Cessation

Remarks

Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically

Stakeholders Relationship Committee

			Whether the Stakeholders Relationship Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00041686	ANEES YUSUF NOORANI	Non-Executive - Non Independent Director	Chairperson
2	00068423	SALMAN YUSUF NOORANI	Executive Director	Member
3	00003651	VAMAN MADHAV APTE	Non-Executive - Independent Director	Member

4

5

6

7

8

9

10

Yes
Date of Appointment	Date of Cessation	Remarks

12-02-2020

01-03-2003

13-08-2019

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
1	00580437	SUBRAMANIAM RAMACHANDRAN I Non-Executive - Independent Director	Chairperson
2	00041686	ANEES YUSUF NOORANI	Non-Executive - Non Independent Director	Member
3	00068423	SALMAN YUSUF NOORANI	Executive Director	Member
4
5
6
7
8
9
10
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
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
1	00003651	VAMAN MADHAV APTE	Non-Executive - Independent Director	Chairperson
2	00041686	ANEES YUSUF NOORANI	Non-Executive - Non Independent Director	Member
3	00068423	SALMAN YUSUF NOORANI	Executive Director	Member
4

5

6

7

8

9

10

Yes
Date of Appointment	Date of Cessation	Remarks

12-08-2019

01-03-2003

01-03-2003

Yes
Date of Appointment	Date of Cessation	Remarks

13-08-2019

01-03-2003

01-03-2003

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Annexure 1

1. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory

Add Notes

Sr	Date(s) of meeting (Enter dates of Previous quarter
	and Current quarter in chronological order)
	Add	Delete

Maximum gap between any two consecutive (in number of days)

Notes for not providing Date

Whether		Number of Directors present*	No. of Independent
requirement of	Total Number of Directors as
Quorum met	on date of the meeting	(All directors including	Directors attending the
Independent Director)	meeting*
(Yes/No)

1	06-02-2023		Yes	8	6	4
2	14-02-2023	7	Yes	8	7	5
3	27-03-2023	40	Yes	8	7	5
4	30-05-2023	63	Yes	8	7	5
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* to be filled in only for the current quarter meetings