become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her or by the
firm or company in which he/she is interested, in connection with the promotion or formation of our Company.

Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth
below.

 

‘Name of Director Date of Change Reasons
Prashant Purker January 19, 2021 Cessation as a Non-Executive Nominee Director
Gagandeep Singh Chhina January 19, 2021 Appointment as a Non-Executive Nominee

Director

Rohini Manian June 30, 2021 Appointment as an Independent Director*
Dinesh Madanlal Gupta June 30, 2021 Appointment as an Independent Director*
Prakash Kumar Saraogi June 30, 2021 Appointment as Managing Director
Gautam Saraogi June 30, 2021 Appointment as Chief Executive Officer
Gagandeep Singh Chhina July 13, 2021 Cessation as a Non-Executive Nominee Director
Srinivasan Sridhar July 22, 2021 Appointment as an Independent Director**
Sakshi Vijay Chopra July 22, 2021 Cessation as a Non-Executive Nominee Director

 

* Regularised pursuant to resolution dated July 1, 2021 passed by our Shareholders
* Regularised pursuant to resolution dated August 9, 2021 passed by our Shareholders

Borrowing Powers

Pursuant to our Articles of Association, subject to applicable laws and pursuant to the resolution passed by our
Board and the special resolution passed by our Shareholders, each on August 9, 2021, our Board has been
authorised to borrow sums of money, with security or otherwise, which, together with the monies already
borrowed by our Company (excluding temporary loans obtained or to be obtained from our Company’s bankers
in the ordinary course of business) and being borrowed at any time shall not exceed the amount of % 3,000 million
over and above the aggregate of the paid up capital and free reserves and securities premium of our Company.

Corporate Governance

As on the date of this Prospectus, there are seven Directors on our Board comprising of two Executive Directors
including one Managing Director, two Non-Executive Directors and three Independent Directors, including one
woman Independent Director. The Chairperson of our Board, Srinivasan Sridhar is an Independent Director and
Prakash Kumar Saraogi is our Managing Director. Our Board functions either as a full board or through various
committees constituted to oversee specific functions. Our Company is in compliance with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act in relation to the
composition of our Board and constitution of committees thereof.

Our Company undertakes to take all necessary steps to continue to comply with all the applicable requirements of
SEBI Listing Regulations and the Companies Act.

Board committees

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(o) Stakeholders’ Relationship Committee; and
(d) Corporate Social Responsibility Committee.

In addition to the above committees, our Company has also constituted a Risk Management Committee of the
Board.

Audit Committee

The Audit Committee was re-constituted by a resolution of the Board dated August 9, 2021. The Audit Committee

199
