Amal Ltd 2021-22

Amal Ltd | Annual Report 2021-22 15.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 15.4 The attached annual accounts for the year ended March 31, 2022, were prepared on a going concern basis. 15.5 Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. 15.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 16. Directors 16.1 Appointments | Reappointments | Cessations 16.1.1 According to the Articles of Association of the Company, Mr Sunil Lalbhai retires by rotation and being eligible, offers himself for reappointment at the AGM scheduled on September 08, 2022. 16.1.2 Subject to the approval of the members in the AGM: a) Mr Rajeev Kumar was reappointed as the Managing Director for a period of five years, effective March 24, 2022. b) Mr Jyotin Mehta was appointed as an Independent Director for a period of five years, effective April 22, 2022. In the opinion of the Board, the Independent Directors possess integrity, experience and expertise relevant to the Company. 16.2 Policies on appointment and remuneration 16.2.1 Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: i) Qual i f i cat ion: wel l -educated and experienced in senior leadershippositions 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 16.2.2 Remuneration of the Non-executive Directors Sitting fees: ` 30,000 for attending a Board meeting and Audit Committee meeting, and ` 10,000 for attending any other Committee meeting. 16.3 Criteria and method of annual evaluation 16.3.1 The criteria for evaluation of performance of i) the Executive Directors, ii) the Non-executive Directors (other than Independent Directors), iii) the Independent Directors, iv) the Chairman, v) the Committees of the Board and vi) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 10. 16.3.2 The Independent Directors have carried out annual: i) r e v i ew o f pe r f o rman c e o f t he Non-independent Directors - Executive, ii) r e v i ew o f pe r f o rman c e o f t he N o n - i n d e p e n d e n t D i r e c t o r s - Non-executive, iii) review of performance of the Chairman, assessment of quality, quantity and timeliness of the flow of information to the Board and iv) review of performance of the Board as a whole. 16.3.3 The Board has carried out annual evaluation of performance of:

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