General information about company
Scrip code	538918
NSE Symbol
MSEI Symbol
ISIN	INE661Q01017
Name of the entity	VANI COMMERCIALS LIMITED
Date of start of financial year	01-04-2022
Date of end of financial year	31-03-2023
Reporting Quarter	Yearly
Date of Report	31-03-2023
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

Whether the listed entity has a Regular Chairperson

Yes

Whether Chairperson is related to MD or CEO

Yes

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

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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

VISHAL ABROL

AGAPA5607P

06938389

Executive Director

Chairperson

04-03-1974

Active

28-05-2022

Mrs

BINAL JENISH SHAH

APCPP9391N

09371388

Executive Director

Not Applicable

05-02-1979

Active

25-01-2022

NARESH KUMAR MANSHARAMANI

ABCPM1363R

07160387

Non-Executive - Independent Director

Not Applicable

20-12-1971

Active

25-07-2020

MANOJ KUMAR PAHWA

AHZPP3291J

00398839

Non-Executive - Independent Director

Not Applicable

28-07-1976

Active

05-02-2021

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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

ROHIT GUPTA

ASUPG6474A

10041733

Non-Executive - Independent Director

Not Applicable

16-08-1991

Active

31-03-2023

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson					No
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00398839	MANOJ KUMAR PAHWA	Non-Executive - Independent Director	Chairperson	05-02-2021
2	10041733	ROHIT GUPTA	Non-Executive - Independent Director	Member	31-03-2023
3	06938389	VISHAL ABROL	Executive Director	Member	28-05-2022
4	07160387	NARESH KUMAR MANSHARAMANI	Non-Executive - Independent Director	Member	25-07-2020		Textual Information(1)

Sr Text Block
Textual Information(1)	Mr. Naresh Kumar Mansharamani (DIN: 07160387) tendered his resignation at the meeting of the Board held on 31st March, 2023 from theoffice of Non-Executive Independent Director of the company w.e.f. 1st April, 2023

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson					No
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	10041733	ROHIT GUPTA	Non-Executive - Independent Director	Chairperson	31-03-2023
2	00398839	MANOJ KUMAR PAHWA	Non-Executive - Independent Director	Member	05-02-2021
3	06938389	VISHAL ABROL	Executive Director	Member	28-05-2022
4	07160387	NARESH KUMAR MANSHARAMANI	Non-Executive - Independent Director	Member	25-07-2020		Textual Information(1)

Sr Text Block
Textual Information(1)	Mr. Naresh Kumar Mansharamani (DIN:07160387) tendered his resignation at the meeting of the Board held on 31st March, 2023 from the office of Non executive Indepedent Director w.e.f. 1st April, 2023.

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson					No
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00398839	MANOJ KUMAR PAHWA	Non-Executive - Independent Director	Chairperson	05-02-2021
2	10041733	ROHIT GUPTA	Non-Executive - Independent Director	Member	31-03-2023
3	06938389	VISHAL ABROL	Executive Director	Member	28-05-2022
4	07160387	NARESH KUMAR MANSHARAMANI	Non-Executive - Independent Director	Member	25-07-2020		Textual Information(1)

Sr Text Block
Textual Information(1)	Mr. Naresh Kumar Mansharamani (DIN: 07160387) tendered his resignation at the meeting of Board held on 31st March, 2023 from the office of Non-Executive Independent Director w.e.f. 1st April, 2023.

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

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	14-11-2022				Yes	4	4	2
2		10-02-2023			Yes	4	4	2
3		31-03-2023	48		Yes	5	5	3

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	Nomination and remuneration committee	31-03-2023				Yes	4	4	3	0
2	Audit Committee	14-11-2022				Yes	3	3	2	0
3	Audit Committee	10-02-2023				Yes	3	3	2	0
4	Stakeholders Relationship Committee	31-03-2023	48			Yes	4	4	3	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	NA
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	ISHITA AGARWAL
2	Designation	Company Secretary and Compliance Officer

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		https://vanicommercials.com/company-profile/
2	Terms and conditions of appointment of independent directors	Yes		https://vanicommercials.com/wp-content/uploads/2019/06/VANI_TERMS-AND-CONDITIONS-OF-APPOINTMENT-OF-INDEPENDENT-DIRECTORS.pdf
3	Composition of various committees of board of directors	Yes		https://vanicommercials.com/company-profile/
4	Code of conduct of board of directors and senior management personnel	Yes		https://vanicommercials.com/code-of-conduct/
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		https://vanicommercials.com/wp-content/uploads/2023/02/WHISTLE-BLOWER-POLICY_AMENDED.pdf
6	Criteria of making payments to non-executive directors	Yes		https://vanicommercials.com/wp-content/uploads/2023/02/CRITERIA-FOR-MAKING-PAYMENTS-TO-NED-AND-ID_VANI-1.pdf
7	Policy on dealing with related party transactions	Yes		https://vanicommercials.com/wp-content/uploads/2023/02/VANI_RPT-POLICY_2023.pdf
8	Policy for determining �material� subsidiaries	Yes		https://vanicommercials.com/wp-content/uploads/2023/02/MATERIAL-SUB-POLICY_AMENDED-1.pdf
9	Details of familiarization programmes imparted to independent directors	Yes		https://vanicommercials.com/wp-content/uploads/2019/06/FRAMEWOK-FOR-FAMILIARIZATION-PROGRAM-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
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		https://vanicommercials.com/contact-us/
11	email address for grievance redressal and other relevant details	Yes		https://vanicommercials.com/contact-us/
12	Financial results	Yes		https://vanicommercials.com/https-www-vanicommercials-com-page_id11/
13	Shareholding pattern	Yes		https://vanicommercials.com/https-www-vanicommercials-com-page_id11/
14	Details of agreements entered into with the media companies and/or their associates	NA
15	Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange	NA
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		https://vanicommercials.com/https-www-vanicommercials-com-page_id11/
18	Credit rating or revision in credit rating obtained	NA
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	NA
20	Whether company has provided information under separate section on its website as per Regulation 46(2)	Yes		https://vanicommercials.com/https-www-vanicommercials-com-page_id11/
21	Materiality Policy as per Regulation 30	Yes		https://vanicommercials.com/wp-content/uploads/2023/02/POLICY-ON-DETERMINATION-OF-MATERIALTY-OF-EVENTS_VANI_2023.pdf
22	Dividend Distribution policy as per Regulation 43A (as applicable)	NA
23	It is certified that these contents on the website of the listed entity are correct	Yes		https://vanicommercials.com/https-www-vanicommercials-com-page_id11/

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), 17(1A) & 17(1B)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	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	Risk Assessment & Management	17(9)	NA
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Composition of nomination & remuneration committee	19(1) & (2)	Yes
18	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
19	Meeting of Nomination and Remuneration Committee	19(3A)	Yes
20	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	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.
21	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
22	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
23	Meeting of Risk Management Committee	21(3A)	NA
24	Vigil Mechanism	22	Yes
25	Policy for related party Transaction	23(1),(1A),(5),(6),(7) & (8)	Yes
26	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	NA
27	Approval for material related party transactions	23(4)	NA
28	Disclosure of related party transactions on consolidated basis	23(9)	NA
29	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
30	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	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.
31	Annual Secretarial Compliance Report	24(A)	Yes
32	Alternate Director to Independent Director	25(1)	Yes
33	Maximum Tenure	25(2)	Yes
34	Meeting of independent directors	25(3) & (4)	Yes
35	Familiarization of independent directors	25(7)	Yes
36	Declaration from Independent Director	25(8) & (9)	Yes
37	D & O Insurance for Independent Directors	25(10)	NA
38	Memberships in Committees	26(1)	Yes
39	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
40	Disclosure of Shareholding by Non-Executive Directors	26(4)	NA
41	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
1	Name of signatory	ISHITA AGARWAL
2	Designation	Company Secretary and Compliance Officer

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	Yes
	Any other information to be provided

Annexure II
1	Name of signatory	ISHITA AGARWAL
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)	NOT APPLICABLE

Signatory Details
Name of signatory	ISHITA AGARWAL
Designation of person	Company Secretary and Compliance Officer
Place	NEW DELHI
Date	21-07-2023

General information about company

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Audit Committee Details

Sr Text Block

Nomination and remuneration committee

Sr Text Block

Stakeholders Relationship Committee

Sr Text Block

Risk Management Committee

Corporate Social Responsibility Committee

Other Committee

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Annexure 1

IV. Meeting of Committees

Annexure 1

V. Related Party Transactions

Annexure 1

VI. Affirmations

Annexure 1

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

II. Annual Affirmations

Annexure II

Annexure II

III. Affirmations

Annexure II

Additional Half yearly Disclosure

Text Block

Signatory Details