81 | Annual Report | 2023-2024 Instrument Rating Agency Rating Outlook Bank Instruments ICRA Limited [ICRA] A Stable Non-Convertible Debentures ICRA Limited [ICRA] A Stable Sub-ordinated Debt ICRA Limited [ICRA] A Stable Bank Instruments CARE Ratings CARE A Stable Non-Convertible Debenture/Subordinate Debt CARE Ratings CARE A Stable PARTICULARS OF EMPLOYEES The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been annexed herewith as Annexure IV to the Directors’ Report. The statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of the Directors’ Report excluding the details of the top ten employees of the Company. In terms of Section 136 of the Companies Act, 2013, the Directors’ Report and the Accounts are being sent to the Members excluding the aforesaid details and the same is open for inspection at the Registered Office of the Company. A copy of the statement may be obtained by the Members, by writing an email to the Company Secretary of the Company at compliance@ arohan.in CORPORATE GOVERNANCE The Company strives to adopt and adhere to the highest standards of Corporate Governance principles and best practices. With this objective the Company has put in place various policies, systems and processes to achieve transparency, high levels of business ethics and compliance with applicable laws. The Board and other Sub Committee of Board ensures the high standards of transparency and accountability in all its activities. The best management practices and a high level of integrity in decision making are followed to ensure long term creation of value for all the stakeholders. The complete Corporate Governance Report is attached with the Directors’ Report and annexed as Annexure V. EMPLOYEE STOCK OPTION PLAN (ESOP) The Company currently had implemented the three plans, viz. Arohan Employee Stock Option Plan 2010 (“ESOP 2010”/ “Plan”), Arohan Employee Stock Option Plan 2018 (“ESOP 2018”/ “Plan”) and Arohan Employee Stock Option Plan 2021 (“ESOP 2021”/ “Plan”). Further, Stock Options are granted to eligible employees and KMPs of the Company, under the Arohan ESOP Plans as may be identified and recommended by the Nomination & Remuneration Committee and thereafter approved by the Board. The details of the Employee Stock Option Scheme as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is appended as Annexure VI. EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2024 in e-form MGT 7 is available on the Company’s website at the link: https://www.arohan.in/wp-content/uploads/2024/06/draftform-mgt-7-27624.pdf AFFIRMATION AND DISCLOSURE All the Directors and members of the Senior Management have affirmed their compliance with the Code of Conduct as on 31st March, 2024 and a declaration to that effect, signed by the Managing Director is attached and forms part of this Annual Report. ACKNOWLEDGEMENT Your Directors express their sincere appreciation of the co-operation and assistance received from customers, Reserve Bank of India, MFIN, Shareholders, Bankers, Stock Exchange, and other stakeholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed from all managers, executives and customer service representatives resulting in the performance of the Company during the year. Finally, your Directors take this opportunity to express their appreciation and extend their gratitude for the continued support, co-operation and guidance received from all the Banks and Financial Institutions. For and on behalf of the Board of Directors Sd/- Sd/- VINEET CHANDRA RAI MANOJ KUMAR NARAYAN NAMBIAR Date: May 24, 2024 DIRECTOR MANAGING DIRECTOR Place: Kolkata DIN: 00606290 DIN: 03172919
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