General information about company | |
| Scrip code | 531390 |
| NSE Symbol | NOTLISTED |
| MSEI Symbol | NOTLISTED |
| ISIN | INE890B01014 |
| Name of the entity | Upsurge Investment and Finance 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 | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
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 | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | No | ||||||||||||||||||||||||
| 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 | DAYAKRISHNA GOYAL | AACPG8766B | 00398539 | Executive Director | Not Applicable | MD | 04-05-1968 | |||||||||||||||||
| 2 | Mr | HANSRAJ BHAGWANLAL GOYAL | AAIPG7087M | 00398273 | Non-Executive - Independent Director | Not Applicable | 29-03-1969 | ||||||||||||||||||
| 3 | Mrs | PRATIBHA DAYAKRISHNA GOYAL | AHAPG4289L | 00399056 | Non-Executive - Non Independent Director | Not Applicable | 12-04-1975 | ||||||||||||||||||
| 4 | Mr | DINESH SURESH VIJAYVARGIA | ABPPV8427N | 01131902 | Non-Executive - Independent Director | Not Applicable | 13-09-1967 | ||||||||||||||||||
| 5 | Mr | SATISH GUPTA | AAKPG1440Q | 00227963 | Non-Executive - Independent Director | Not Applicable | 21-07-1973 | ||||||||||||||||||
| 6 | Mr | VIVEK JAIN | ACUPJ4120E | 00254694 | Non-Executive - Independent Director | Not Applicable | 25-07-1976 | ||||||||||||||||||
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 | |||||||||||||||||||||||
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 | 01-04-1995 | 29-07-2022 | 96 | 1 | 0 | 2 | 0 | |||||||||||||||||||
| 2 | NA | 30-09-2014 | 30-09-2019 | 30-09-2024 | 120 | 1 | 1 | 1 | 1 | Tenure Completion | |||||||||||||||||
| 3 | NA | 08-08-2014 | 1 | 0 | 0 | 1 | |||||||||||||||||||||
| 4 | NA | 30-09-2014 | 30-09-2019 | 30-09-2024 | 120 | 1 | 1 | 1 | 0 | Tenure Completion | |||||||||||||||||
| 5 | Yes | 30-09-2024 | 27-08-2024 | 1 | 1 | 1 | 0 | 0 | |||||||||||||||||||
| 6 | Yes | 30-09-2024 | 27-08-2024 | 1 | 1 | 1 | 0 | 0 | |||||||||||||||||||
Text Block | |
| Textual Information(1) | Company is having Optimum combination of executive and non-executive director with at least one-woman director and atleast 50% of directors are non-executive directors. |
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 | 00398273 | HANSRAJ BHAGWANLAL GOYAL | Non-Executive - Independent Director | Chairperson | 27-09-2009 | 30-09-2024 | |
| 2 | 00398539 | DAYAKRISHNA GOYAL | Executive Director | Member | 28-08-2001 | ||
| 3 | 01131902 | DINESH SURESH VIJAYVARGIA | Non-Executive - Independent Director | Member | 24-03-2003 | 30-09-2024 | |
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 | 01131902 | DINESH SURESH VIJAYVARGIA | Non-Executive - Independent Director | Chairperson | 24-03-2003 | 30-09-2024 | |
| 2 | 00398273 | HANSRAJ BHAGWANLAL GOYAL | Non-Executive - Independent Director | Member | 27-03-2009 | 30-09-2024 | |
| 3 | 00399056 | PRATIBHA DAYAKRISHNA GOYAL | Non-Executive - Non Independent Director | Member | 08-08-2014 | ||
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 | 00399056 | PRATIBHA DAYAKRISHNA GOYAL | Non-Executive - Non Independent Director | Chairperson | 08-08-2014 | ||
| 2 | 00398273 | HANSRAJ BHAGWANLAL GOYAL | Non-Executive - Independent Director | Member | 27-07-2009 | 30-09-2024 | |
| 3 | 00398539 | DAYAKRISHNA GOYAL | Executive Director | Member | 23-01-2019 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00398539 | DAYAKRISHNA GOYAL | Executive Director | Chairperson | 23-05-2022 | ||
| 2 | 00399056 | PRATIBHA DAYAKRISHNA GOYAL | Non-Executive - Non Independent Director | Member | 23-05-2022 | ||
| 3 | 00398273 | HANSRAJ BHAGWANLAL GOYAL | Non-Executive - Independent Director | Member | 23-05-2022 | 30-09-2024 | |
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 | 28-06-2024 | Yes | 4 | 4 | 2 | |||
| 2 | 08-07-2024 | 9 | Yes | 4 | 4 | 2 | ||
| 3 | 16-07-2024 | 7 | Yes | 4 | 4 | 2 | ||
| 4 | 08-08-2024 | 22 | Yes | 4 | 4 | 2 | ||
| 5 | 24-08-2024 | 15 | Yes | 4 | 4 | 2 | ||
| 6 | 27-08-2024 | 2 | Yes | 6 | 6 | 4 | ||
| 7 | 09-09-2024 | 12 | Yes | 6 | 6 | 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 | 21-05-2024 | Yes | 3 | 3 | 2 | 1 | |||
| 2 | Audit Committee | 11-07-2024 | 50 | Yes | 3 | 3 | 2 | 1 | ||
| 3 | Audit Committee | 08-08-2024 | 27 | Yes | 3 | 3 | 2 | 1 | ||
| 4 | Nomination and remuneration committee | 27-08-2024 | 18 | Yes | 3 | 3 | 2 | 0 | ||
| 5 | Stakeholders Relationship Committee | 08-07-2024 | Yes | 3 | 3 | 1 | 0 | |||
| 6 | Stakeholders Relationship Committee | 09-09-2024 | 62 | Yes | 3 | 3 | 1 | 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 | Corporate Social Responsibility Committee | 09-09-2024 | Yes | 3 | 3 | 1 | 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 | NA | |
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) | 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 |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Jitendra Kumar Gupta |
| 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 | Jitendra Kumar Gupta |
| 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) | Note: During the half year ended September 30, 2024:
a. No loan or any other form of debt has been advanced by the Company to the specified categories of entities in respect of whom disclosure is required;
b. No gurantee/ comfort letter (by whatever name called) has been provided by the Company in connection with any loan or any other form of debt availed by the specified categories in respect of whom disclosure is required;
c. No security has been provided by the Company in connection with any loan(s) or any other form of debt availed by the specified categories of entities in respect of whom disclosure is required.
Hence, applicability of the disclosure has been mentioned as '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 | Jitendra Kumar Gupta |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Mumbai |
| Date | 14-10-2024 |