21 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports to 2029-30 for the approval of the members at the ensuing AGM. SPANJ & Associates have given their consent to act as the Secretarial Auditors and confirmed their eligibility for appointment. 15. Directors’ responsibility statement a) In preparation of the annual accounts for the financial year that ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures. b) The accounting policies were selected and applied consistently and judgements and estimates thus made 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. c) 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. d) The attached annual accounts for the year ended on March 31, 2025, were prepared on a going concern basis. e) Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. f) 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. Retirement | Reappointment | Appointment a) Retirement Ms Mahalakshmi Subramanian, Independent Director completed her second term as an Independent Director and accordingly, ceased to be a Director during the year. The Board places on record its deep appreciation for her valuable contribution through sustained involvement, critical analysis and insightful guidance. b) Reappointment According to the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. c) Appointment nil 16.2. Policies on appointment and remuneration The salient features of the Policy are as under: 16.2.1 Appointment While recommending the appointment of Directors, the Nomination and Remuneration Committee considers the following factors: a) Qualification: well-educated and experienced in senior leadership positions within the industry. b) Traits: positive attributes and qualities. c) Independence: criteria prescribed in the Act and the Listing Regulations for the Independent Directors, including no pecuniary interest and conflict of interest: 16.2.2 Remuneration of the Non-executive Directors a) Sitting fees: up to ` 40,000 for attending a Board, Committee and any other meeting b) Commission: up to 1% of net profit as may be decided by the Board based on. i) Profit ii) Attendance iii) Category (Independent or Non executive) 16.2.3 Remuneration of the Managing Director This is given under paragraph number 17.2.
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