General information about company

Scrip code543213
NSE SymbolROSSARI
MSEI SymbolNOTLISTED
ISININE02A801020
Name of the entityROSSARI BIOTECH LIMITED
Date of start of financial year01-04-2024
Date of end of financial year31-03-2025
Reporting Quarter TypeYearly
Date of Quarter Ending31-03-2025
Type of companyEquity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?NoAnnexure I (Part C) is not applicable. Since, there is no acquisition of Shares or Voting Rights of Unlisted Companies by the Company during the quarter under review.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?NoAnnexure I (Part D) is not applicable. Since, there is no fine and penalty levied on the Company during the quarter under review.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity?NoAnnexure I (Part F) is not applicable. Since, there is no such event during this half year under review.
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 1000 listed entities
Is SCORE ID Available ?Yes
SCORE Registration IDcomz00773
Reason For No SCORE ID
Type of SubmissionOriginal
Remarks (website dissemination)
Remarks for Exchange (not for Website Dissemination)



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 explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrEdward Menezes 00149205Executive DirectorChairperson related to Promoter31-10-1960
2MrSunil Srinivasan Chari00149083Executive DirectorNot ApplicableMD05-12-1965
3MrAseem Dhru01761455Non-Executive - Independent DirectorNot Applicable07-04-1970
4MsAparna Sharma 07132341Non-Executive - Independent DirectorNot Applicable03-09-1973
5MsEsha Padmanabhan Achan10350369Non-Executive - Independent DirectorNot Applicable25-04-1968
6MrGurudas Vishwas Aras02187903Non-Executive - Independent DirectorNot Applicable20-09-1957

I. Composition of Board of Directors

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

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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) & reg. 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 CessationNotes for not providing PANNotes for not providing DIN
1NA10-08-200901-10-20241000
2NA10-08-200901-10-20241030
3NA12-11-201912-11-202464.193233
4NA29-04-202329-04-202323.021152
5NA21-10-202321-10-202317.11121
6NA19-10-202419-10-20245.123353


Text Block

Textual Information(1)The membership count includes the count in which the Director is also holding position as Chairperson.




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
101761455Aseem DhruNon-Executive - Independent DirectorChairperson12-11-2019
207132341Aparna Sharma Non-Executive - Independent DirectorMember05-05-2023
310350369Esha Padmanabhan AchanNon-Executive - Independent DirectorMember21-10-2023
402187903Gurudas Vishwas ArasNon-Executive - Independent DirectorMember19-10-2024


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
102187903Gurudas Vishwas ArasNon-Executive - Independent DirectorChairperson19-10-2024Textual Information(1)
207132341Aparna Sharma Non-Executive - Independent DirectorMember05-05-2023
310350369Esha Padmanabhan AchanNon-Executive - Independent DirectorMember21-10-2023

Sr Text Block

Textual Information(1)Mr. Gurudas Aras was appointed as the Member with effect from October 19, 2024 and Chairperson with effect from November 30, 2024.


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
107132341Aparna Sharma Non-Executive - Independent DirectorChairperson05-05-2023Textual Information(1)
200149083Sunil Srinivasan ChariExecutive DirectorMember12-11-2019
302187903Gurudas Vishwas ArasNon-Executive - Independent DirectorMember19-10-2024

Sr Text Block

Textual Information(1)Ms. Aparna Sharma, was appointed as member with effect from May 05, 2023 and appointed as Chairperson with effect from December 30, 2023.


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100149083Sunil Srinivasan ChariExecutive DirectorChairperson23-01-2021
200149205Edward Menezes Executive DirectorMember19-01-2023
310350369Esha Padmanabhan AchanNon-Executive - Independent DirectorMember21-10-2023
499999999Mikhail Menezes Director- AHN & Textile Business Member14-05-2021Textual Information(1)

Sr Text Block

Textual Information(1)Mr. Mikhail Menezes is Senior Management Personnel of the Company, who is member of Risk Management Committee and other than Board Member in the Committee.


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100149205Edward Menezes Executive DirectorChairperson12-11-2019Textual Information(1)
207132341Aparna Sharma Non-Executive - Independent DirectorMember05-05-2023
302187903Gurudas Vishwas ArasNon-Executive - Independent DirectorMember19-10-2024

Sr Text Block

Textual Information(1)Mr. Edward Menezes was appointed as the Member with effect from November 12, 2019 and Chairperson with effect from July 29, 2023.


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
Sr. No.Date(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 DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
119-10-2024Yes664
230-11-202441Yes664
321-01-202551Yes664



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReason for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber 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)
1Audit Committee19-10-2024Yes4440
2Audit Committee21-01-202593Yes4440
3Stakeholders Relationship Committee21-01-2025Yes3320
4Nomination and remuneration committee18-10-2024Yes3330
5Corporate Social Responsibility Committee18-10-2024Yes3320
6Risk Management Committee08-03-2025Yes3311



Annexure 1

V. 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 1000 listed entities)Yes
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 signatoryParul Gupta
2DesignationCompany Secretary and Compliance Officer



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 LODR Regulation

Sr

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
As per regulation 46(2) of the LODR:
1.1Details of businessYeswww.rossari.com
1.2Memorandum of Association and Articles of AssociationYeswww.rossari.com/corporate-governance
1.3Brief profile of board of directors including directorship and full-time positions in body corporatesYeswww.rossari.com/corporate-governance
2Terms and conditions of appointment of independent directorsYeswww.rossari.com/corporate-governance
3Composition of various committees of board of directorsYeswww.rossari.com/corporate-governance
4Code of conduct of board of directors and senior management personnelYeswww.rossari.com/corporate-governance
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.rossari.com/corporate-governance
6Criteria of making payments to non-executive directorsYeswww.rossari.com/corporate-governance
7Policy on dealing with related party transactionsYeswww.rossari.com/corporate-governance
8Policy for determining ‘material’ subsidiariesYeswww.rossari.com/corporate-governance
9Details of familiarization programmes imparted to independent directorsYeswww.rossari.com/corporate-governance
10Email address for grievance redressal and other relevant detailsYeswww.rossari.com/investors-contact
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.rossari.com/investors-contact
12Financial resultsYeswww.rossari.com/financial-information
13Shareholding patternYeswww.rossari.com/shareholding-pattern
14Details of agreements entered into with the media companies and/or their associatesNA

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 LODR Regulation

Sr

As per regulation 46(2) of the LODR:
15.1(I) Schedule of analyst or institutional investor meet (II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events.Yeswww.rossari.com/announcement-2
15.2Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital meansYeswww.rossari.com/announcement-2
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeswww.rossari.com/announcement-2
18Credit rating or revision in credit rating obtainedYeswww.rossari.com/corporate-governance
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeswww.rossari.com/financial-information
20Secretarial Compliance ReportYeswww.rossari.com/announcement-2
21Materiality Policy as per Regulation 30 (4)Yeswww.rossari.com/corporate-governance
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeswww.rossari.com/investors-contact
23Disclosures under regulation 30(8)Yeswww.rossari.com/announcement-2
24Statements of deviation(s) or variations(s) as specified in regulation 32NA
25Dividend Distribution policy as per Regulation 43A(1)Yeswww.rossari.com/corporate-governance
26.1Annual return as provided under section 92 of the Companies Act, 2013Yeswww.rossari.com/ir-annual-report
26.2Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021Yeswww.rossari.com/corporate-governance
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeswww.rossari.com/corporate-governance
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYeswww.rossari.com


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)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)Yes
26Meeting of Risk Management Committee21(3A)Yes
27Quorum of Risk Management Committee meeting21(3B)Yes
28Gap between the meetings of the Risk Management Committee21(3C)Yes
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
32Approval for material related party transactions23(4)Yes
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
36Alternate Director to Independent Director25(1)Yes
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)Yes
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)Yes
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)NA
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
47Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)NA
48Vacancies in respect Key Managerial Personnel26A(1) & 26A(2), 26A(3)NA
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryParul Gupta
2DesignationCompany Secretary and Compliance Officer



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 signatoryParul Gupta
2DesignationCompany Secretary and Compliance Officer



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 quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryParul Gupta
Designation of personCompany Secretary and Compliance Officer
PlaceMumbai
Date21-04-2025



Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter0
No. of investor complaints received during the Quarter0
No. of investor complaints disposed off during the Quarter0
No. of investor complaints those remaining unresolved at the end of the Quarter0



Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No.Name of the opposing partyDate of initiation of the litigation / disputeStatus of the litigation / dispute as per last disclosureCurrent status of the litigation / dispute
1Unitop Chemicals Private Limited (Subsidiary of Rossari Biotech Limited) 03-10-2024Unitop Chemicals Private Limited (“Subsidiary Company”), has received an Order from Joint Commissioner, Central GST & Central Excise, Vadodara-II Commissionerate imposing a penalty of Rs. 25,35,55,769 under Section 74(1) of CGST Act, 2017 read with Section 122(1)(viii) of CGST Act, 2017/GGST Act, 2017 and Section 20 of IGST Act, 2017 for the period from October, 2017 to March, 2022 on the Company. The Order has been passed on the contention that the IGST amount had been erroneously refunded. An appeal against the GST order was filed before Commissioner (Appeal) Vadodara -I, Vadodara CBIC by the Subsdiary Company. Pursuant to order passed by the Commissioner (Appeal) Vadodara -I, Vadodara CBIC on February 19, 2025, the Subsidiary Company's appeal was allowed and the GST order was set aside and the same was intimated to Stock Exchanges on February 20, 2025.