During the period under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards mentioned hereinabove and there is an adequate compliance management system for other sector-specific laws as reported hereinabove. We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliance under other sector-specific laws and regulations applicable to the Company. We further report that the Board of Directors of the Company is duly constituted with proper balance of the Executive Directors and the Non-executive Directors (Independent and Non-independent). The changes in the composition of the Board that took place during the period under review were carried out in compliance with the provisions of the Act. During the year under review, the following changes occurred in the Board of Directors: a) Mr Praveen Kadle (DIN: 00016814), was appointed as an Additional Director and an Independent Director effective May 01, 2024, for a period of five years. The shareholders have approved his appointment at the Annual General Meeting held on July 26, 2024; b) Mr Gopi Kannan Thirukonda (DIN: 00048645), was reappointed as a Whole-time Director of the Company effective October 17, 2024, for a period of three years. The shareholders have approved his re-appointment at the Annual General Meeting held on July 26, 2024; c) Mr Mukund Chitale (DIN: 00101004), ceased to be an Independent Director of the Company upon completion of his second term of five consecutive years on October 16, 2024; d) Ms Padmaja Chunduru (DIN: 08058663), was appointed as an Additional Director and an Independent Director of the Company effective January 24, 2025, for a period of five years. The shareholders have approved her appointment by passing special resolution through the postal ballot process on March 06, 2025; e) Mr Vivek Gadre (DIN: 08906935), was appointed as an Additional Director and a Whole-time Director of the Company effective January 24, 2025, for a period of three years. The shareholders have approved his appointment by passing ordinary resolution through the postal ballot process on March 06, 2025; f) Ms Shubhalakshmi Panse (DIN: 02599310), ceased to be an Independent Director of the Company upon completion of her second term of five consecutive years on March 26, 2025; g) Mr Baldev Arora (DIN: 00194168), ceased to be an Independent Director of the Company upon completion of his second term of five consecutive years on March 31, 2025; Adequate notice was given to all the Directors to schedule the Board meetings, agenda and detailed notes on the agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. The majority decision is carried through, while the views of the dissenting Members are captured and recorded as part of the minutes, wherever required. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. We further report that during the audit period, there were no specific events or actions having a major bearing on the affairs of the Company in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc. For SPANJ & ASSOCIATES Company Secretaries (Ashish C Doshi) Partner Membership number: F3544 Certificate of practice number: 2356 Ahmedabad UDIN: F003544G000206395 April 25, 2025 Peer review certificate number: 6467/2025 62 Integrated Annual Report 2024-25 62
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