Arohan Annual Report FY 20-21

and fair view of the state of affairs of the Company as at March 31, 2021 and of the Profit and loss of the Company for the year ended on that date; c. The Directors have taken proper and sufficient care towards 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 Directors have prepared the annual accounts on a ‘going concern’ basis; e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2021, the Board consists of 12 members, which includes one Executive Director, four Independent Directors, and Seven Non-Executive Nominee Directors. The Chairman of the Company is an Independent Director, in terms of the relevant provisions of the Companies Act 2013. The Board periodically evaluates the need for change in its composition and size. The Nomination and Remuneration Committee has formulated the criteria for determining qualifications,positiveattributesandindependence of a director and recommends to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees. The recommendation of the committee is forwarded to the Board for its approval. The Nomination and Remuneration Committee decided the remuneration of executive Directors and key managerial personnel on the basis of following criteria; a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. Remuneration to executive directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflectingshort and long-termperformance objectives appropriate to the working of the Company and its goals. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The details of the meetings of the Board of Directors of the Company held during the year are mentioned in the Corporate Governance Report which is provided separately in this Annual Report. AUDITORS i. Statutory Auditors – M/s Walker Chandiok & Co LLP, (Firm Registration Number –001076N/ N500013), Chartered Accountants were re-appointed as statutory auditors of the Company in the Annual General Meeting held on May 15, 2018 for a term up to five years, i.e. till the FY 2022-23. They have confirmed their eligibility under section 141 of the Companies Act, 2013 to carry out the audit for the FY 20-21. ii. Secretarial Auditors – M/s S. Basu & Associates, Practicing Company Secretary (Certificate of PracticeNo14347)wereappointedasSecretarial Auditor of the Company to conduct Secretarial Audit of the Company for the Financial Year 2020-21 as required under Section 204 of the Companies Act, 2013 and the rule made thereunder. The Secretarial Audit Report for FY 20-21 is appended as Annexure I to the Directors’ Report. iii. Cost Auditors – The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such records are not made and maintained. There are no qualifications, reservation or adverse remark made by the Statutory Auditor and Secretarial Auditor in their reports, save and except disclaimer made by them in discharge of their professional obligation. Board of Director’s Report 85