Corporate Overview Statutory Reports Financial Statements 19 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 Rangaswamy Iyer (DIN: 00474407), was appointed as an Independent Director effective May 01, 2023, for a period of five years. The shareholders have approved his appointment at the Annual General Meeting held on July 28, 2023; b) Mr Bansi Mehta (DIN: 00035019), ceased to be an Independent Director of the Company upon completion of his term of five years on May 31, 2023; c) Mr Sunil Lalbhai (DIN: 00045590), was reappointed as the Chairman and Managing Director of the Company effective July 01, 2024, for a period of five years at the Annual General Meeting held on July 28, 2023; d) Mr Rajendra Shah (DIN: 00009851), ceased to be a Non-executive Director who desired not to be reappointed upon the expiry of his term at the Annual General Meeting held on July 28, 2023; e) Mr Sharadchandra Abhyankar (DIN: 00108866), was appointed as an Independent Director of the Company effective October 20, 2023, for a period of five years. The shareholders have approved his appointment through the Postal Ballot on December 01, 2023; f) Mr Sujal Shah (DIN: 00058019), was appointed as an Independent Director of the Company effective October 20, 2023, for a period of five years. The shareholders have approved his appointment through the Postal Ballot on December 01, 2023; g) Mr Srinivasa Rangan (DIN: 00030248), an Independent Director of the Company resigned on December 13, 2023; h) Mr Susim Datta (DIN: 00032812), ceased to be an Independent Director of the Company upon completion of his second term of five years on March 31, 2024; 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. Against the buy-back offer of equity shares of the Company for an amount not exceeding ` 50.00 cr at a price not exceeding ` 7,500/- per equity share, the Company bought back 72,000 equity shares from the open market through stock exchanges at an average price of ` 6,934.70/- per equity share {Volume weighted average price calculated in terms of the SEBI (Buy-back of Securities) Regulations, 2018} at an aggregate consideration of ` 49.93 cr. The buy-back was closed on January 01, 2024. For SPANJ & ASSOCIATES Company Secretaries (Ashish C Doshi) Partner Membership number: F3544 Certificate of practice number: 2356 Ahmedabad UDIN: F003544F000246391 April 26, 2024 Peer review certificate number: 702 | 2020
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