MSEI Symbol

Scrip code504918
NSE Symbol
MSEI Symbol
ISININE149K01016
Name of the entityTHE SANDUR MANGANESE & IRON ORES LIMITED
Date of start of financial year01-04-2017
Date of end of financial year31-03-2018
Reporting QuarterYearly
Date of Report31-03-2018
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
Is there any change in information of board of directors compare to previous quarterYes
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
1MrShivrao Yeshwantrao GhorpadeAECPG3399A00080477Non-Executive - Non Independent DirectorChairperson01-04-2017110
2MrNazim SheikhALIPS3015J00064275Executive DirectorNot ApplicableMD01-04-2017110
3MrBalasubramanian VenkatachalamAASPB1542N00026561Non-Executive - Independent DirectorNot Applicable31-03-201536240
4MrRaghavendra Udupi AcharyaAAFPU8017L00135676Executive DirectorNot Applicable01-04-2017110



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

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
5MrAnanda Kumar BussaAFMPB5937J01711145Non-Executive - Independent DirectorNot Applicable31-03-201536122
6MrSattiraju Seshagiri RaoABBPR6254R00150816Non-Executive - Independent DirectorNot Applicable31-03-201536152
7MsVatsala WatsaAADPW4769P02626457Non-Executive - Non Independent DirectorNot Applicable12-11-2016110
8MrRamarathnam Varadarajan KovathakudiAIDPK6329C00097892Non-Executive - Independent DirectorNot Applicable30-05-201710220



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

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
9MrThoniparimbil Raghavan RaghunandanABXPR5016R03637265Non-Executive - Non Independent DirectorNot Applicable14-09-2016110
10MrGururaj Pandurang KundargiACPPK5726N02256516Non-Executive - Independent DirectorNot Applicable26-09-20176110
11MrRajnish Kumar SinghABVPS3600C05319511Executive DirectorNot Applicable01-01-2018100



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)
Is there any change in information of committees compare to previous quarterYes

Annexure 1 Text Block

Textual Information(1)
The Board has also constituted an Environment Committee comprising of the following:
S. Y. Ghorpade - Chairman
Nazim Sheikh - Member
U. R. Acharya - Member
V. Balasubramanian- Member
G. P. Kundargi- Member


Audit Committee Details

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
101711145Ananda Kumar BussaNon-Executive - Independent DirectorChairperson
200026561Balasubramanian VenkatachalamNon-Executive - Independent DirectorMember
300150816Sattiraju Seshagiri RaoNon-Executive - Independent DirectorMember
402626457Vatsala WatsaNon-Executive - Non Independent DirectorMember
502256516Gururaj Pandurang KundargiNon-Executive - Independent DirectorMember


Nomination and remuneration committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
100026561Balasubramanian VenkatachalamNon-Executive - Independent DirectorChairperson
200150816Sattiraju Seshagiri RaoNon-Executive - Independent DirectorMember
302626457Vatsala WatsaNon-Executive - Non Independent DirectorMember
400097892Ramarathnam Varadarajan KovathakudiNon-Executive - Independent DirectorMember


Stakeholders Relationship Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
101711145Ananda Kumar BussaNon-Executive - Independent DirectorChairperson
200080477Shivrao Yeshwantrao GhorpadeNon-Executive - Non Independent DirectorMember
300064275Nazim SheikhExecutive DirectorMember
403637265Thoniparimbil Raghavan RaghunandanNon-Executive - Non Independent DirectorMember


Risk Management Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
100080477Shivrao Yeshwantrao GhorpadeNon-Executive - Non Independent DirectorChairperson
200064275Nazim SheikhExecutive DirectorMember
300135676Raghavendra Udupi AcharyaExecutive DirectorMember
401711145Ananda Kumar BussaNon-Executive - Independent DirectorMember
502626457Vatsala WatsaNon-Executive - Non Independent DirectorMember
600097892Ramarathnam Varadarajan KovathakudiNon-Executive - Independent DirectorMember


Corporate Social Responsibility Committee

SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsRemarks
100080477Shivrao Yeshwantrao GhorpadeNon-Executive - Non Independent DirectorChairperson
200064275Nazim SheikhExecutive DirectorMember
300026561Balasubramanian VenkatachalamNon-Executive - Independent DirectorMember
400150816Sattiraju Seshagiri RaoNon-Executive - Independent DirectorMember
503637265Thoniparimbil Raghavan RaghunandanNon-Executive - Non Independent DirectorMember


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks
100064275Nazim SheikhProject CommitteeExecutive DirectorChairperson
200135676Raghavendra Udupi AcharyaProject CommitteeExecutive DirectorMember
301711145Ananda Kumar BussaProject CommitteeNon-Executive - Independent DirectorMember
400097892Ramarathnam Varadarajan KovathakudiProject CommitteeNon-Executive - Independent DirectorMember
503637265Thoniparimbil Raghavan RaghunandanProject CommitteeNon-Executive - Non Independent DirectorMember
602256516Gururaj Pandurang KundargiProject CommitteeNon-Executive - Independent DirectorMember
705319511Rajnish Kumar SinghProject 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)
104-12-2017
227-12-201722
314-02-201848
423-03-201836



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 committee
1Audit Committee14-02-2018Yes04-12-201771
2Audit Committee23-03-2018Yes04-12-2017108
3Nomination and remuneration committee14-02-2018Yes04-12-201771
4Nomination and remuneration committee23-03-2018Yes04-12-2017108
5Stakeholders Relationship Committee14-02-2018Yes04-12-201771
6Risk Management Committee24-03-2018Yes



Annexure 1

IV. Meeting of Committees

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 committee
7Other Committee19-03-2018YesProject Committee



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, 2015No
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



Annexure 1

SrSubjectCompliance status
1Name of signatoryDivya Ajith
2DesignationCompany Secretary and Compliance Office



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 businessYeshttp://sandurgroup.com/Business.html
2Terms and conditions of appointment of independent directorsYeshttp://sandurgroup.com/doc/Policies/Terms%20and%20Conditions%20for%20Appointment%20of%20Independent%20Director.pdf
3Composition of various committees of board of directorsYeshttp://sandurgroup.com/Investors-Desk.html
4Code of conduct of board of directors and senior management personnelYeshttp://sandurgroup.com/doc/Policies/Code%20of%20Conduct%20for%20Directors%20and%20Senior%20Management%20Personnel.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://sandurgroup.com/doc/Policies/Whistle%20Blower%20Policy.pdf
6Criteria of making payments to non-executive directorsYeshttp://sandurgroup.com/doc/Policies/Remuneration%20to%20Non%20Executive%20Directors.pdf
7Policy on dealing with related party transactionsYeshttp://sandurgroup.com/doc/Policies/Policy%20on%20Related%20Party%20Transaction.pdf
8Policy for determining ‘material’ subsidiariesYeshttp://sandurgroup.com/doc/Policies/Policy%20for%20determining%20material%20subsidiary.pdf
9Details of familiarization programmes imparted to independent directorsYeshttp://sandurgroup.com/doc/Policies/Familiarisation%20programme%20for%20independent%20directors.pdf



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 grievancesYeshttp://sandurgroup.com/Investor-Grievance.html
11email address for grievance redressal and other relevant detailsYesinvestors@sandurgroup.com
12Financial resultsYeshttp://sandurgroup.com/Quarterly-Results.html
13Shareholding patternYeshttp://sandurgroup.com/ShareholdingPattern.html
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)NoDuring the quarter under review, the Board appointed an executive director on 1/1/2018 resulting in total strength of 11 directors. In accordance with Regulation 17(1), ateast half of Board is required to be comprised of independent directors (which would mean 6 directors in our case). Instead the Company had 5 ID's during the quarter. However, with the retirement of another executive director (with the closure of working hours on 31 March 2018), the Board composition has once again reverted to being optimum with 1 April 2018.
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)Yes
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)Yes
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 signatory
2Designation



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 signatoryDivya Ajith
2DesignationCompany Secretary and Compliance Office



Signatory Details

Name of signatoryDivya Ajith
Designation of personCompany Secretary and Compliance Office
PlaceBengaluru
Date13-04-2018