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Inter alia, approved:- 1. Recommended Final Dividend of 50% i.e. 50 Paisa per equity share on the face value of Rs. 1/- each for the financial year ended March 31, 2024, subject to the approval of the shareholders in the forthcoming 39th Annual General Meeting of the Company (?39th AGM?); 2. Re-appointment of M/s. BDO India LLP, Chartered Accountant having LLP Registration No. AAB-7880 as Internal Auditor of the Company for the financial year 2024-25. The 3. Re-appointment of M/s. AVS & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2024-2025. 4. Re-appointment of Mr. Gagan Harsh Sharma (DIN: 07939421) as the Managing Director of the Company for a period of Three years with effect from May 11, 2024 to May 10, 2027, subject to the approval of members in the ensuing 39th AGM. Further, we would like to state that as per the requirement of Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 w.r.t Enforcement of SEBI order regarding Appointment of Directors by Listed Companies, the Board of Directors and Nomination and Remuneration Committee while considering the appointment of Mr. Gagan Harsh Sharma as Managing Director of the Company have verified and confirmed from her that he is not debarred from holding the office as a Director pursuant to any SEBI order or any other such authority. Accordingly, we hereby affirm that Mr. Gagan Harsh Sharma, being appointed as Managing Director is not debarred from holding the office of Director by virtue of any SEBI order or any other such Authority. 5. Re-appointment of Dr. Vibha Gagan Sharma (DIN: 02307289) as a Whole-Time Director of the Company for a period of Three years with effect from January 27, 2025 to January 26, 2028, subject to the approval of members in the ensuing 39th AGM. Further, we would like to state that as per the requirement of Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 w.r.t Enforcement of SEBI order regarding Appointment of Directors by Listed Companies, the Board of Directors and Nomination and Remuneration Committee while considering the appointment of Dr. Vibha Gagan Sharma as Whole-Time Director of the Company have verified and confirmed from her that she is not debarred from holding the office as a Director pursuant to any SEBI order or any other such authority. Accordingly, we hereby affirm that Dr. Vibha Gagan Sharma, being appointed as Whole-Time Director, is not debarred from holding the office of Director by virtue of any SEBI order or any other such Authority. 6. Re-appointment Mrs. Shruti Vishal Rao (DIN: 00731501) as a Whole-Time Director of the Company for a period of Three years with effect from April 01, 2025 to March 31, 2028, subject to the approval of members in the ensuing 39th AGM. Further, we would like to state that as per the requirement of Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 w.r.t Enforcement of SEBI order regarding Appointment of Directors by Listed Companies, the Board of Directors and Nomination and Remuneration Committee while considering the appointment of Mrs. Shruti Vishal Rao as Whole-Time Director of the Company have verified and confirmed from her that she is not debarred from holding the office as a Director pursuant to any SEBI order or any other such authority. Accordingly, we hereby affirm that Mrs. Shruti Vishal Rao, being appointed as Whole-Time Director, is not debarred from holding the office of Director by virtue of any SEBI order or any other such Authority. 7. Appointment of Mrs. Shilpa Vinodkumar Bhatia (DIN:08695595) as Non-Executive Independent Woman Director of the Company for a period of Five years with effect from February 11, 2025 to February 10, 2030, subject to the approval of members in the ensuing 39th AGM. Further, we would like to state that as per requirement of Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 w.r.t Enforcement of SEBI order regarding Appointment of Directors by Listed Companies, the Board of Directors and Nomination and Remuneration Committee while considering the appointment of Mrs. Shilpa Vinodkumar Bhatia as Independent Director of the Company have verified and confirmed from her that she is not debarred from holding the office as a Director pursuant to any SEBI order or any other such authority. Accordingly, we hereby affirm that Mrs. Shilpa Vinodkumar Bhatia, being appointed as Independent Director, is not debarred from holding the office of Director by virtue of any SEBI order or any other such Authority. 10.Pursuant to Section 188 of the Companies Act, 2013 and based on the recommendation of the Nomination and Remuneration Committee and Audit Committee and subject to the approval of the shareholders of the Company, the Board extended the employment contract of Mr. Vishal Vijay Rao - Vice President for holding office or place of profit as an employee of the Company in the Senior Managerial capacity. 8.39th Annual General Meeting ("39th AGM") of the Company for the Financial Year 2023- 2024 has been scheduled to be held on Thursday, 25th July, 2024 through Video Conferencing (?VC?) / Other Audio Visual Means (?OAVM?) facility pursuant to Circular No.14 / 2020 dated April 8, 2020, Circular No. 17 / 2020 dated April 13, 2020 and Circular No. 20 / 2020 dated May 5, 2020, read with Circular No. 21 / 2021 dated December 14, 2021, Circular No. 02 / 2021 dated January 13, 2021, Circular No. 19 / 2021 dated December 8, 2021, Circular No. 02 / 2022 dated May 05, 2022, General Circular No. 10 /2022 dated December 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ("MCA Circulars") which does not require physical presence of members at a common venue. The deemed venue for the 39th AGM shall be the Registered Office of the Company.
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