General information about company | ||
| Scrip code | 532815 | |
| NSE Symbol | SMSPHARMA | |
| MSEI Symbol | NOTLISTED | |
| ISIN | INE812G01025 | |
| Name of the entity | SMS PHARMACEUTICALS LIMITED | |
| Date of start of financial year | 01-04-2024 | |
| Date of end of financial year | 31-03-2025 | |
| Reporting Quarter Type | Quarterly | |
| Date of Quarter Ending | 31-12-2024 | |
| Type of company | Equity | |
| 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? | Yes | |
| 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? | Yes | |
| 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? | No | There are no material tax litigations or disputes in terms of sub para 8 of Para B of Part A of Schedule III |
| Risk management committee | Applicable | |
| Market Capitalisation as per immediate previous Financial Year | Top 1000 listed entities | |
| Is SCORE ID Available ? | Yes | |
| SCORE Registration ID | s00403 | |
| Reason For No SCORE ID | ||
| Type of Submission | Original | |
| 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 explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | ||||||||||||||||||||||||
| 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 | Ramesh Babu Potluri | ADFPP2514C | 00166381 | Executive Director | Chairperson | MD | 23-06-1959 | |||||||||||||||||
| 2 | Mr | Shravan Kudaravalli | AAZPK5473C | 06905851 | Non-Executive - Independent Director | Not Applicable | 28-04-1978 | ||||||||||||||||||
| 3 | Mr | Sarvepalli Srinivas | AKIPS7692B | 02292051 | Non-Executive - Independent Director | Not Applicable | 29-06-1962 | ||||||||||||||||||
| 4 | Mr | Vamsi Krishna Potluri | AQSPP0412F | 06956498 | Executive Director | Not Applicable | 15-08-1988 | ||||||||||||||||||
| 5 | Mr | Trilok Potluri | AQSPP0471A | 07634613 | Non-Executive - Non Independent Director | Not Applicable | 27-12-1989 | ||||||||||||||||||
| 6 | Mr | Sunkara Venkata Satya Shiva Prasad | AHHPP2222R | 10404277 | Non-Executive - Non Independent Director | Not Applicable | 15-09-1961 | ||||||||||||||||||
| 7 | Mr | Suresh Kumar Gangavarapu | ACGPG1928H | 00183128 | Non-Executive - Independent Director | Not Applicable | 22-01-1951 | ||||||||||||||||||
| 8 | Mrs | Shanti Sree Bolleni | ACEPB2943H | 07092258 | Non-Executive - Independent Director | Not Applicable | 17-05-1962 | ||||||||||||||||||
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 | |||||||||||||||||||||||
| 7 | No | Active | |||||||||||||||||||||||
| 8 | 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) & 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 Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 30-08-1990 | 01-10-2021 | 0 | 1 | 0 | 0 | 0 | |||||||||||||||||||
| 2 | NA | 20-09-2018 | 26-05-2023 | 19 | 1 | 1 | 1 | 1 | |||||||||||||||||||
| 3 | NA | 12-08-2019 | 12-08-2024 | 4 | 1 | 1 | 1 | 0 | |||||||||||||||||||
| 4 | NA | 05-06-2020 | 01-07-2020 | 0 | 1 | 0 | 1 | 0 | |||||||||||||||||||
| 5 | NA | 12-08-2024 | 0 | 1 | 0 | 1 | 0 | ||||||||||||||||||||
| 6 | NA | 12-08-2024 | 0 | 2 | 1 | 1 | 1 | ||||||||||||||||||||
| 7 | Yes | 30-09-2024 | 12-08-2024 | 4.2 | 1 | 1 | 1 | 0 | |||||||||||||||||||
| 8 | NA | 12-08-2024 | 4.2 | 6 | 6 | 10 | 3 | ||||||||||||||||||||
Text Block | |
| Textual Information(1) | Mr. Vamsi Krishna Potluri appointed as an Additional Director of the Company, effective 5th June, 2020 and he has appointed as a Whole Time Director designated as Executive Director of the Company, for a period of 5 (five) years commencing from 1st July, 2020. |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | The Nomination and Remuneration Committee was reconstituted on 08.11.2024 by removing Mr. Trilok Potluri as a member of the Committee. He served as a member from 12.08.2024 to 07.11.2024. The same was informed to the exchange as part of the outcome of the Board Meeting held on 08.11.2024. |
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 | 06905851 | Shravan Kudaravalli | Non-Executive - Independent Director | Chairperson | 26-05-2018 | ||
| 2 | 00183128 | Suresh Kumar Gangavarapu | Non-Executive - Independent Director | Member | 12-08-2024 | ||
| 3 | 06956498 | Vamsi Krishna Potluri | Executive Director | Member | 12-08-2024 | ||
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 | 07092258 | Shanti Sree Bolleni | Non-Executive - Independent Director | Chairperson | 12-08-2024 | ||
| 2 | 00183128 | Suresh Kumar Gangavarapu | Non-Executive - Independent Director | Member | 12-08-2024 | ||
| 3 | 10404277 | Sunkara Venkata Satya Shiva Prasad | Non-Executive - Non Independent Director | Member | 12-08-2024 | ||
| 4 | 07634613 | Trilok Potluri | Non-Executive - Non Independent Director | Member | 12-08-2024 | 08-11-2024 | |
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 | 10404277 | Sunkara Venkata Satya Shiva Prasad | Non-Executive - Non Independent Director | Chairperson | 12-08-2024 | ||
| 2 | 07634613 | Trilok Potluri | Non-Executive - Non Independent Director | Member | 12-08-2024 | ||
| 3 | 02292051 | Sarvepalli Srinivas | Non-Executive - Independent Director | Member | 12-08-2019 | ||
| 4 | 07092258 | Shanti Sree Bolleni | Non-Executive - Independent Director | Member | 12-08-2024 | ||
Risk Management Committee | |||||||
| Whether the Risk Management 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 | 00166381 | Ramesh Babu Potluri | Executive Director | Chairperson | 28-05-2021 | ||
| 2 | 06956498 | Vamsi Krishna Potluri | Executive Director | Member | 28-05-2021 | ||
| 3 | 06905851 | Shravan Kudaravalli | Non-Executive - Independent Director | Member | 28-05-2021 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility 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 | 00166381 | Ramesh Babu Potluri | Executive Director | Chairperson | 01-12-2008 | ||
| 2 | 06905851 | Shravan Kudaravalli | Non-Executive - Independent Director | Member | 12-08-2019 | ||
| 3 | 02292051 | Sarvepalli Srinivas | Non-Executive - Independent Director | Member | 12-08-2019 | ||
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 | Textual Information(1) | |||||||
| Sr. No. | 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 | 05-08-2024 | Yes | 6 | 5 | 3 | |||
| 2 | 08-11-2024 | 94 | Yes | 8 | 8 | 4 | ||
Text Block | |
| Textual Information(1) | During the quarter the two circular resolutions on 18.10.2024 & 11.12.2024 passed by the Board of Directors of the Company. |
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 | 05-08-2024 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 07-11-2024 | 93 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Stakeholders Relationship Committee | 08-11-2024 | 0 | Yes | 4 | 4 | 2 | 0 | ||
Annexure 1 | ||
V. 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) | Yes |
| 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 | Ramesh Babu Potluri |
| 2 | Designation | Managing Director |
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 | Ramesh Babu Potluri |
| Designation of person | Managing Director |
| Place | Hyderabad |
| Date | 10-02-2025 |
Investor Grievance Details | |
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 0 |
| No. of investor complaints disposed off during the Quarter | 0 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below: | |||||
| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | Textual Information(1) | ||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
| 1 | SMS PEPTIDES PRIVATE LIMITED | 01-11-2024 | 0 | 93 | 93 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below: Text Block | |
| Textual Information(1) | During the quarter the Company SMS Pharmaceuticals Limited incorporated a Subsidary Company Namely SMS Peptides Private Limited is a Subsidiary Company to SMS Pharmaceuticals Limited with holding 93% of equity stake. Same was duly intimated to the Stock Exchanges as part of outcome of the Board Meeting on 05th August, 2024 and also on 01st November, 2024 on the day of incorporation of Subsidiary Company. |
Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: | |||||
| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | BSE Limited and National Stock Exchange of India Limited | Fine of Rs. 2,000 per day from 12th August, 2024 to 30th September, 2024 imposed by BSE Limited & National Stock Exchange of India Ltd, for non-compliance. | 21-11-2024 | Non-compliance of Regulation 19(1)(c) of SEBI LODR, with the requirements �at least two-thirds of the Directors shall be Independent Directors� pertaining to the composition of Nomination and Remuneration Committee of the Board for the period from 12th August, 2024 to 07th November, 2024. | There is no material impact of such fines on the financial, operation or other activities of the Company. |