77 | Annual Report | 2023-2024 information and explanation obtained by them, that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirements of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. MSKA & Associates, Chartered Accountants, (Firm Registration Number – 105047W). The Directors further confirm the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed and there are no material departures from the same; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 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, 2024, the Board consists of 15 members, which includes one Executive Director, five Independent Directors, and nine Non-Executive Nominee Directors. The Chairman of the Board 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, positive attributes and independence 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 reflecting short and long-term performance 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. MSKA & Associates, Chartered Accountants (Firm Registration Number – 105047W), were appointed as statutory auditors of the Company in the Extra Ordinary General Meeting held on December 30, 2021 for a term up to three years, i.e. till the FY 2023-24 and to hold office from the conclusion of the Extra Ordinary General Meeting held on December 30, 2021 till the conclusion of the Annual General Meeting for the FY 2023-24.
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