 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name Date of Reason
Appointment/Change/
Cessation

Madhavan Ganesan July 9, 2021 Regularization and change in designation to Non-Executive

Independent Director.
Murali Sivaraman July 9, 2021 Regularization and change in designation to Non-Executive

Independent Director.
Himanshu Vishnu Nema July 5, 2021 Resignation as Director
‘Cherukupalli Bhaskar Reddy July 5, 2021 Resignation as Director
Hiroo Mirchandani July 5, 2021 Appointment as Additional Director (Non-Executive and Independent)
Madhavan Ganesan June 11, 2021 Appointment as Additional Director (Non-Executive and Independent)
Murali Sivaraman June 11, 2021 Appointment as Additional Director (Non-Executive and Independent)
Atul Gupta February 6, 2021 __| Regularization and change in designation to Non-Executive Director.
Himanshu Vishnu Nema February 6, 2021 __| Regularization and change in designation to Non-Executive Director.
‘Anish Kumar Saraf February 6, 2021 __ | Regularization and change in designation to Non-Executive Director.
Atul Gupta February 6, 2021 Appointment as a Non-Executive Additional Director.
Himanshu Vishnu Nema February 6, 2021 Appointment as a Non-Executive Additional Director.
‘Anish Kumar Saraf February 6, 2021 | Appointment as a Non-Executive Additional Director.

 

Borrowing Powers of Board

Pursuant to our Articles of Association, and in accordance with the provisions of the Companies Act and the rules made
thereunder, our Board is not authorised to borrow such monies which together with the money already borrowed exceeds the
aggregate of the paid-up share capital, free reserves and securities premium of our Company, apart from temporary loans
obtained from the company’s bankers in the ordinary course of business, only with the consent of the shareholders by a special
resolution. The shareholders’ resolution passed on July 28, 2014 approved the increase in borrowing limits in excess of paid-
up shares capital, free reserves and securities premium up to %1 billion.

Corporate Governance

The corporate governance provisions of the Listing Regulations will be applicable to us immediately upon the listing of the
Equity Shares on the BSE and NSE. We are in compliance with the requirements of the applicable regulations, including the
Listing Regulations, the Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including
constitution of the Board and committees thereof and formulation of policies. The 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 the Board committees, as required under law.

Committees of the Board
Audit Committee

The members of the Audit Committee are:

1. Murali Sivaraman; Chairman
2. Madhavan Ganesan;

3. Hiroo Mirchandani; and

4. Anish Kumar Saraf

The Audit Committee was constituted by a meeting of the Board held on February 11, 2009 and re-constituted by a board
resolution dated July 5, 2021. The scope and function of the Audit Committee is in accordance with Section 177 of the
Companies Act and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee include the
following:

A, Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that its
financial statements are correct, sufficient and credible;

2. Recommending to the Board the appointment, remuneration and terms of appointment of the statutory auditor of the
Company;
3 Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;

 

4. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

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