“Financial Statements” on pages 210, 214, 80 and 217, respectively.

8. Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal are further interested to the extent of the monthly
remuneration of 20.6 million paid by our Company to Mr. Kiran B. Goyal (brother of Mr. Ravi B.
Goyal and brother-in-law of Mrs. Anupama R. Goyal), who has been re-appointed as a consultant to
our Company with effect from July 7, 2021 for a period of three years pursuant to a professional
services agreement dated July 7, 2021.

Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding
the date of this Prospectus, whose shares have been, or were suspended from being traded on any of the stock

exchanges during the term of their directorship in such company.

None of our Directors is or was a director of any listed company which has been, or was delisted from any stock
exchange during the term of their directorship in such company.

None of our Directors have been declared as ‘Fraudulent Borrowers’ by any bank, financial institution or
lending consortium, in accordance with the ‘Master Directions on Frauds Classification and Reporting by
commercial banks and select FIs’ dated July 1, 2016, as updated, issued by the RBI.

Changes in the Board during the Last Three Years

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Date of
S. No. Name Appointment/Change in Reason
designation/Cessation
1. | Mr. Ravi B. Goyal August 1, 2021 Re-appointed as Managing
Director
2. | Mr. Subrata Kumar July 20, 2021 Appointed as an Independent, Non-
Mitra Executive Director
ae Mr. Badrinarain K. June 9, 2021 Resignation
Goyal
4.__| Mr. Stanley Johnson P__| June 9, 2021 Appointment as Executive Director
5. | Mr. Vinayak R. Goyal | June 9, 2021 Appointment as Executive Director
6. Mr. Sivanandhan December 16, 2019 Resignation
Dhanushkodi
7._| Mr. Jagdish Capoor January 2, 2019 Resignation

 

Borrowing Powers of our Board

In accordance with our Articles of Association and pursuant to a resolution of the Shareholders dated December
16, 2020, the Board of Directors has been authorized to borrow any sums of money from time to time, which
money, together with the money already borrowed by the Company, will exceed the aggregate of our paid-up
share capital and free reserves (reserves not set apart for any specific purposes), provided however, the total
amount so borrowed and outstanding at any point of time shall not exceed 212,500 million.

Corporate Governance

Our Company is in compliance with the requirements of the applicable regulations, including the SEBI Listing
Regulations (as applicable to equity listed company), the Companies Act and the SEBI ICDR Regulations, in
respect of corporate governance, including in relation to the constitution of our Board and committees thereof.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. Our
corporate governance framework is based on an effective independent Board, separation of the Board’s
supervisory role from the executive management team and constitution of committees of our Board, as required
under applicable law. Our Board functions either as a full Board or through various committees constituted to
oversee specific operational areas. Our Company’s executive management provides our Board with detailed
reports on its performance periodically.

As of the date of this Prospectus, our Board comprises eight Directors, of which one is the Chairman and

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