General information about company

Scrip code513536
NSE Symbol
MSEI Symbol
ISININE207H01018
Name of the entityGUJARAT NATURAL RESOURCES 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
1Mr Ashok C ShahAFGPS2827G02467830Non-Executive - Non Independent DirectorChairperson23-08-1991431
2Mrs Sarika Abhijit KulkarniAZDPK5486G07141926Non-Executive - Independent DirectorNot Applicable30-03-201847100
3MrShalin A ShahAEQPS9910M00297447Executive DirectorNot ApplicableMD22-01-2015450
4MrMalav A MehtaACBPM6865G01234736Non-Executive - Non Independent DirectorNot Applicable23-01-2010210



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
5Mr Pravin V TrivediAAIPT8029L02916910Non-Executive - Independent DirectorNot Applicable23-01-2010111111
6Mrs Payal PandyaATAPM1689A07658223Non-Executive - Independent DirectorNot Applicable14-02-201726323




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
107658223PAYAL PUNIT PANDYANon-Executive - Independent DirectorChairperson14-12-2017
202467830ASHOK CHINUBHAI SHAHNon-Executive - Non Independent DirectorMember30-07-2007
302916910PRAVINBHAI VRAJLAL TRIVEDINon-Executive - Independent DirectorMember23-01-2010


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
107658223PAYAL PUNIT PANDYANon-Executive - Independent DirectorMember14-12-2017
202467830ASHOK CHINUBHAI SHAHNon-Executive - Non Independent DirectorMember30-07-2007
302916910PRAVINBHAI VRAJLAL TRIVEDINon-Executive - Independent DirectorChairperson23-01-2010


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
107658223PAYAL PUNIT PANDYANon-Executive - Independent DirectorMember14-12-2017
200297447SHALIN ASHOK SHAHExecutive DirectorMember23-01-2010
302916910PRAVINBHAI VRAJLAL TRIVEDINon-Executive - Independent DirectorChairperson23-01-2010


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 ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

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
106-11-2018
214-02-201999
329-03-201942



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 Committee14-02-2019Yes306-11-201899
2Stakeholders Relationship Committee14-02-2019Yes306-11-201899
3Nomination and remuneration committee29-03-2019Yes3
Nomination & Remuneration Committee meeting held to consider appointment of Mr. Hitesh Donga as CFO of the Company



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

Annexure 1

SrSubjectCompliance status
1Name of signatorySHALIN ASHOK SHAH
2DesignationManaging Director



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://gnrl.in/
2Terms and conditions of appointment of independent directorsYeshttp://gnrl.in/Terms_and_Conditions_of_Appointment_of_Independent_Director.pdf
3Composition of various committees of board of directorsYeshttp://gnrl.in/Composition_of_Various_Committees.pdf
4Code of conduct of board of directors and senior management personnelYeshttp://gnrl.in/code-of-conduct/
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://gnrl.in/Whistle_Blower_Policy.pdf
6Criteria of making payments to non-executive directorsNA
7Policy on dealing with related party transactionsYeshttp://gnrl.in/Related_Party_Transaction_Policy.pdf
8Policy for determining ‘material’ subsidiariesYeshttp://gnrl.in/Policy_on_Material_Subsidiaries.pdf
9Details of familiarization programmes imparted to independent directorsYeshttp://gnrl.in/Familiarization_Programme_for_Independent_Directors.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://gnrl.in/compliance-officer/
11email address for grievance redressal and other relevant detailsYeshttp://gnrl.in/investor-grievances/
12Financial resultsYeshttp://gnrl.in/quarterly-reports/
13Shareholding patternYeshttp://gnrl.in/shareholding-pattern/
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)NA
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 signatoryShalin Ashok Shah
2DesignationManaging Director



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 signatoryShalin Ashok Shah
2DesignationManaging Director



Signatory Details

Name of signatorySHALIN ASHOK SHAH
Designation of personManaging Director
PlaceAhmedabad
Date13-04-2019