General information about company | |
| Scrip code | 543812 |
| NSE Symbol | DIVGIITTS |
| MSEI Symbol | NOTLISTED |
| ISIN | INE753U01022 |
| Name of the entity | DIVGI TORQTRANSFER SYSTEMS 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 | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 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 | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | ||||||||||||||||||||||||
| 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 | PRAVEEN PURUSHOTTAM KADLE | AEEPK1052J | 00016814 | Non-Executive - Independent Director | Chairperson | 21-01-1957 | ||||||||||||||||||
| 2 | Mr | JITENDRA BHASKAR DIVGI | AANPD1400A | 00471531 | Executive Director | Not Applicable | 26-10-1962 | ||||||||||||||||||
| 3 | Mr | HIRENDRA BHASKAR DIVGI | AAXPD7899M | 01634431 | Executive Director | Not Applicable | 05-11-1964 | ||||||||||||||||||
| 4 | Mr | PRADIP VASANT DUBHASHI | ABAPD7732R | 01445030 | Non-Executive - Independent Director | Not Applicable | 25-08-1948 | ||||||||||||||||||
| 5 | Mr | PUNDALIK DINKAR KUDVA | AGIPK4605M | 03385091 | Non-Executive - Independent Director | Not Applicable | 07-10-1955 | ||||||||||||||||||
| 6 | Mrs | GEETA PRAFULLACHANDRA TOLIA | ABJPT5737H | 06931660 | Non-Executive - Independent Director | Not Applicable | 02-10-1965 | ||||||||||||||||||
| 7 | Mr | SANJAY BHALCHANDRA DIVGI | ADNPD4920A | 00471465 | Non-Executive - Non Independent Director | Not Applicable | 10-01-1962 | ||||||||||||||||||
| 8 | Mr | BHARAT BHALCHANDRA DIVGI | AAUPD9772C | 00471587 | Non-Executive - Non Independent Director | Not Applicable | 04-02-1959 | ||||||||||||||||||
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 | |||||||||||||||||||||||
| 7 | No | Active | |||||||||||||||||||||||
| 8 | 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 | 14-03-2022 | 10-06-2022 | 32 | 4 | 4 | 4 | 3 | |||||||||||||||||||
| 2 | NA | 14-03-2022 | 10-06-2022 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
| 3 | NA | 14-03-2022 | 10-06-2022 | 1 | 0 | 1 | 0 | ||||||||||||||||||||
| 4 | Yes | 31-07-2023 | 14-03-2022 | 10-06-2022 | 32 | 1 | 1 | 2 | 1 | ||||||||||||||||||
| 5 | NA | 14-03-2022 | 10-06-2022 | 32 | 1 | 1 | 1 | 1 | |||||||||||||||||||
| 6 | NA | 14-10-2021 | 10-06-2022 | 34 | 1 | 1 | 2 | 0 | |||||||||||||||||||
| 7 | NA | 01-10-2002 | 10-06-2022 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
| 8 | NA | 01-10-1998 | 10-06-2022 | 1 | 0 | 0 | 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 | 01445030 | PRADIP VASANT DUBHASHI | Non-Executive - Independent Director | Chairperson | 10-06-2022 | ||
| 2 | 00016814 | PRAVEEN PURUSHOTTAM KADLE | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 3 | 03385091 | PUNDALIK DINKAR KUDVA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 4 | 06931660 | GEETA PRAFULLACHANDRA TOLIA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
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 | 01445030 | PRADIP VASANT DUBHASHI | Non-Executive - Independent Director | Chairperson | 10-06-2022 | ||
| 2 | 00016814 | PRAVEEN PURUSHOTTAM KADLE | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 3 | 06931660 | GEETA PRAFULLACHANDRA TOLIA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
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 | 00016814 | PRAVEEN PURUSHOTTAM KADLE | Non-Executive - Independent Director | Chairperson | 10-06-2022 | ||
| 2 | 01445030 | PRADIP VASANT DUBHASHI | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 3 | 06931660 | GEETA PRAFULLACHANDRA TOLIA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 4 | 01634431 | HIRENDRA BHASKAR DIVGI | Executive Director | Member | 10-06-2022 | ||
Risk Management Committee | |||||||
| Whether the Risk Management 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 | 01445030 | PRADIP VASANT DUBHASHI | Non-Executive - Independent Director | Chairperson | 10-06-2022 | ||
| 2 | 06931660 | GEETA PRAFULLACHANDRA TOLIA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 3 | 03385091 | PUNDALIK DINKAR KUDVA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
| 4 | 01634431 | HIRENDRA BHASKAR DIVGI | Executive Director | Member | 10-06-2022 | ||
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 | 03385091 | PUNDALIK DINKAR KUDVA | Non-Executive - Independent Director | Chairperson | 10-06-2022 | ||
| 2 | 00471531 | JITENDRA BHASKAR DIVGI | Executive Director | Member | 10-06-2022 | ||
| 3 | 01634431 | HIRENDRA BHASKAR DIVGI | Executive Director | Member | 10-06-2022 | ||
| 4 | 06931660 | GEETA PRAFULLACHANDRA TOLIA | Non-Executive - Independent Director | Member | 10-06-2022 | ||
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 | 24-05-2024 | Yes | 8 | 8 | 4 | |||
| 2 | 25-06-2024 | 31 | Yes | 8 | 8 | 4 | ||
| 3 | 09-08-2024 | 44 | Yes | 8 | 8 | 4 | ||
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 | Audit Committee | 24-05-2024 | Yes | 4 | 4 | 4 | 0 | |||
| 2 | Audit Committee | 09-08-2024 | 76 | Yes | 4 | 4 | 4 | 0 | ||
| 3 | Nomination and remuneration committee | 23-05-2024 | Yes | 3 | 3 | 3 | 0 | |||
| 4 | Nomination and remuneration committee | 08-08-2024 | 76 | Yes | 3 | 3 | 3 | 0 | ||
| 5 | Corporate Social Responsibility Committee | 25-06-2024 | Yes | 4 | 4 | 2 | 0 | |||
| 6 | Risk Management Committee | 08-08-2024 | Yes | 4 | 4 | 3 | 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 | 08-08-2024 | Yes | 4 | 4 | 3 | 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 | NA | |
| 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) | Yes |
| 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 | Sanika Nirgude |
| 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 | 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 | Sanika Nirgude |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Text Block | |
| Textual Information(1) | Not Applicable |
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 | Sanika Nirgude |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Pune |
| Date | 15-10-2024 |