83 | Annual Report | 2023-2024 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards with regards to Meeting of Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India (ICSI). (ii) Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has inter-alia complied with the laws, regulations, guidelines, circulars, notifications etc., applicable specifically to the Company which includes: • The Reserve Bank of India Act, 1934. • Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023. We further report that: a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and all other relevant regulations. b) Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent as per the provisions of the Act and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. c) Majority decision of the Board and Committee Meetings are carried through, while the dissenting members’ views are captured and recorded as part of the minutes, if any. On the basis of information provided to us, we further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. On the basis of information provided to us, we further report the Company has during the audit period ending on March 31, 2024: • The Company has allotted 77,89,648 Cumulative Compulsorily Convertible Preference Shares at an issue price of INR 85/- (Indian Rupees Eighty Five only) per CCPS (including a premium of INR 75/-) to Nederlandse Financierings- Maatschappij Voor Ontwikkelingslanden N.V. ("FMO") on April 27, 2023 and 2,35,29,411 Cumulative Compulsorily Convertible Preference Shares at an issue price of INR 85/- (Indian Rupees Eighty Five only) per CCPS (including a premium of INR 75/-) to Danish Sustainable Development Goals Investment Fund K/S, represented by Investment Fund for Developing Countries on May 24, 2023. • The Company has altered the Articles of Association during the period under review pursuant to SEBI (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 and change in the amended and restated shareholding agreement in respect of issuance of Cumulative Compulsory Convertible Preference Shares (“CCPS”) to Danish Sustainable Development Goals Investment Fund K/S, represented by Investment Fund for Developing Countries (“IFU”) and Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (“FMO”) . • The Company has allotted 7,00,000 Equity Shares of Rs.10/- each to Arohan ESOP Trust on August 30, 2023. • The Company has issued, offered and allotted 20,800 Nos. of Senior, Secured, Unlisted, Redeemable, Transferable, Non- Convertible Debentures amounting to Rs. 2,08,00,00,000/- to Nederlandse Financierings - Maatschappij Voor Ontwikkelingslanden N.V. (FMO) on December 19, 2023. • The Authorised Share Capital of the Company has increased from Rs. 2,25,00,00,000/- (Indian Rupees Two Hundred and Twenty Five Crores only) to 2,75,00,00,000/- (Indian Rupees Two Hundred and Seventy Five Crores only) w.e.f. March 19, 2024. Due to such increase in the Authorised Share Capital of the Company there was an alteration in the Capital Clause of the Memorandum of Association. • The Company has declared Dividend at the rate of 0.001% (zero point zero zero one percent) per annum to the Cumulative Compulsorily Convertible Preference Shareholders of the Company. • The Company has converted 6,05,30,236 Cumulative Compulsorily Convertible Preference Shares into 3,55,35,017 Equity Shares on March 22, 2024. This report is to be read with our letter on even date which is annexed as Annexure A and forms an integral part of this report. For S Basu& Associates Company Secretaries Firm Registration No: S2017WB456500 Sd/- Saurabh Basu Practising Company Secretary ACS: - 18686; C.P.- 14347 Peer Review No : 1017/2020 UDIN: A018686F000444751 Place: Kolkata Date: 24.05.2024
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