Amal Ltd 2018-19

5 12. Auditors Statutory Auditors Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company at the 43 rd Annual General Meeting (AGM) held on June 30, 2017 until the conclusion of the 48 th AGM. The relevant Notes forming part of the accounts are self-explanatory and give full information and explanation in respect of the observations made by the Auditors in their report. Secretarial Auditors Nilesh A Pradhan & Co. LLP was appointed as the Secretarial Auditor and their report is given at page number 17. 13. Directors’ responsibility statement Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief: 13.1 The applicable accounting standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts. 13.2 The accounting policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. 13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 13.4 The attached annual accounts for the year ended March 31, 2019 were prepared on a going concern basis. 13.5 Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. 13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 14. Directors 14.1 Appointments | Reappointments | Cessations 14.1.1 According to the Articles of Association of the Company, Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on July 19, 2019. 14.2 Policies on appointment and remuneration 14.2.1 Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: i) Qualification: well-educated and experienced in senior leadership positions in industry | profession ii) Traits: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest 14.2.2 Remuneration of the Non-executive Directors Sitting fees: ` 20,000 for attending a Board meeting, ` 10,000 for attending any meeting of Committee thereof 14.3 Criteria and method of annual evaluation 14.3.1 The criteria for evaluation of performance of a) the Non-independent Directors (Executive) b) the Non-independent Directors (Non- executive) c) the Independent Directors d) the Chairman e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 7. 14.3.2 The Independent Directors have carried out annual: i) review of performance of the Non- independent Directors - Executive, ii) review of performance of the Non- independent Directors - Non-executive, iii) review of performance of the Chairman, iv) assessment of quality, quantity and timeliness of the flow of information to the Board, v) review of performance of the Board as a whole. 14.3.3 The Board has carried out annual evaluation of performance of: i) its Committees, namely Audit, Nomination and Remuneration, Stakeholders Relationship and Corporate Social Responsibility, ii) the Independent Directors. The templates for the above purpose were circulated in advance for feedback of the Directors.