General information about company
Scrip code	539123
Name of the entity	V. B. INDUSTRIES LIMITED
Date of start of financial year	01-04-2016
Date of end of financial year	31-03-2017
Reporting Quarter	Yearly
Date of Report	31-03-2017
Risk management committee	Not 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 quarter

Yes

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

Vikash Kothari

AQWPK3687R

06823998

Executive Director

Chairperson

CEO-MD

10-03-2014

Mrs

Saroj Devi Kothari

ARCPK1018M

01312905

Non-Executive - Independent Director

Not Applicable

04-01-2017

Textual Information(2)

Sandip Ray

ANQPR2065K

02495503

Non-Executive - Independent Director

Not Applicable

01-04-2014

Mrs

Susmita Kundu

DTDPK2092B

07101257

Non-Executive - Independent Director

Not Applicable

14-03-2015

04-01-2017

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

Johar Pal Singh

AMBPS8591F

00113986

Non-Executive - Independent Director

Not Applicable

01-10-2016

Textual Information(3)

Text Block
Textual Information(1)	Resigned from the Board w.e.f. 1st October 2016 due to personal reasons.
Textual Information(2)	Appointed as Additional Director subject to approval of Members in forthcoming AGM

Annexure 1
II. Composition of Committees
Disclosure of notes on composition of committees explanatory
Is there any change in information of committees compare to previous quarter				Yes
Sr	Name Of Committee	Name of Committee members	Category 1 of directors	Category 2 of directors	Name of other committee
1	Audit Committee	Sandip Ray	Non-Executive - Independent Director	Chairperson
2	Audit Committee	Johar Pal Singh	Non-Executive - Independent Director	Member
3	Audit Committee	Vikash Kothari	Executive Director	Member
4	Nomination and remuneration committee	Sandip Ray	Non-Executive - Independent Director	Chairperson
5	Nomination and remuneration committee	Johar Pal Singh	Non-Executive - Independent Director	Member
6	Nomination and remuneration committee	Saroj Devi Kothari	Non-Executive - Independent Director	Member
7	Stakeholders Relationship Committee	Johar Pal Singh	Non-Executive - Independent Director	Chairperson
8	Stakeholders Relationship Committee	Sandip Ray	Non-Executive - Independent Director	Member
9	Stakeholders Relationship Committee	Vikash Kothari	Executive Director	Member

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)
1	10-11-2016
2		04-01-2017	54
3		13-02-2017	39
4		16-02-2017	2

Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting of the committee in the relevant quarter	Whether requirement of Quorum met (Yes/No)	Requirement of Quorum met (details)	Date(s) of meeting of the committee in the previous quarter	Maximum gap between any two consecutive meetings (in number of days)	Name of other committee
1	Audit Committee	13-02-2017	Yes	All Directors were present in the Meeting	10-11-2016	94
2	Nomination and remuneration committee	04-01-2017	Yes	All Directors were present in the Meeting	01-10-2016	94

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
Disclosure of notes on related party transactions			Textual Information(1)
Disclosure of notes of material transaction with related party			Textual Information(2)

Text Block
Textual Information(1)	Transactions with related parties have been carried out in normal course of business.
Textual Information(2)	No material transaction with related parties has been carried out during the quarter.

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 100 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

Text Block

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
Sr	Item	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.	Web address
1	Details of business	Yes		www.vbindustriesltd.in
2	Terms and conditions of appointment of independent directors	Yes		www.vbindustriesltd.in
3	Composition of various committees of board of directors	Yes		www.vbindustriesltd.in
4	Code of conduct of board of directors and senior management personnel	Yes		www.vbindustriesltd.in
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		www.vbindustriesltd.in
6	Criteria of making payments to non-executive directors	Yes		www.vbindustriesltd.in
7	Policy on dealing with related party transactions	Yes		www.vbindustriesltd.in
8	Policy for determining ‘material’ subsidiaries	Yes		www.vbindustriesltd.in
9	Details of familiarization programmes imparted to independent directors	Yes		www.vbindustriesltd.in

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
Sr	Item	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.	Web address
10	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		www.vbindustriesltd.in
11	email address for grievance redressal and other relevant details	Yes		www.vbindustriesltd.in
12	Financial results	Yes		www.vbindustriesltd.in
13	Shareholding pattern	Yes		www.vbindustriesltd.in
14	Details of agreements entered into with the media companies and/or their associates	NA
15	New name and the old name of the listed entity	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’	16(1)(b) & 25(6)	Yes
2	Board composition	17(1)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Review of Compliance Reports	17(3)	Yes
5	Plans for orderly succession for appointments	17(4)	Yes
6	Code of Conduct	17(5)	Yes
7	Fees/compensation	17(6)	Yes
8	Minimum Information	17(7)	Yes
9	Compliance Certificate	17(8)	Yes
10	Risk Assessment & Management	17(9)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
11	Performance Evaluation of Independent Directors	17(10)	Yes
12	Composition of Audit Committee	18(1)	Yes
13	Meeting of Audit Committee	18(2)	Yes
14	Composition of nomination & remuneration committee	19(1) & (2)	Yes
15	Composition of Stakeholder Relationship Committee	20(1) & (2)	Yes
16	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
17	Vigil Mechanism	22	Yes
18	Policy for related party Transaction	23(1),(5),(6),(7) & (8)	Yes
19	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
20	Approval for material related party transactions	23(4)	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
21	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
22	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
23	Maximum Directorship & Tenure	25(1) & (2)	Yes
24	Meeting of independent directors	25(3) & (4)	Yes
25	Familiarization of independent directors	25(7)	Yes
26	Memberships in Committees	26(1)	Yes
27	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
28	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
29	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
	Any other information to be provided - Add Notes

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
	Any other information to be provided

Signatory Details
Name of signatory	Vikash Kothari
Designation of person	Managing Director
Place	Kolkata
Date	08-04-2017

General information about company

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Text Block

Annexure 1

II. Composition of Committees

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Annexure 1

IV. Meeting of Committees

Annexure 1

V. Related Party Transactions

Text Block

Annexure 1

VI. Affirmations

Text Block

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

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

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

III. Affirmations

Signatory Details