83 | Annual Report | 2024-2025 DIVIDEND The Board of Directors did not recommend any Dividend to the Equity Shareholders of the Company for the year under review. However, during the year, the Company had paid dividend at the rate of 0.001% per annum to the Cumulative Compulsory Convertible Preference Shareholders. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS During the year under review, Mr. Piyush Goenka (DIN: 02117859) and Mr. Wilhelmus Marthinus Maria Van Der Beek (DIN: 02142559) Nominee Directors of the Company, who were liable to retire by Rotation in terms of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, were reappointed as the Directors of the Company in the 33rd Annual General Meeting held on August 06, 2024. Mr. Jose Joseph Kattoor and Mr. Narasimha Kummamuri Murthy were appointed as Additional Directors under the category of Non-Executive Independent Directors for a term of five years, with effect from September 28, 2024, and February 12, 2025, respectively. Further, the appointment of Mr. Jose Joseph Kattoor was regularized by the shareholders at the Extra- Ordinary General Meeting held on October 21, 2024. Further, Mr. Sumantra Banerjee (DIN: 00075243) and Mr. Rajat Mohan Nag (DIN: 07083831) ceased to be the Directors due to the completion of their second and final term as an Independent Director on April 29, 2024 and January 31, 2025 respectively. KEY MANAGERIAL PERSONNEL Mr. Manoj Kumar Narayan Nambiar, Managing Director, Mr. Milind Ramchandra Nare, Chief Financial Officer, and Mr. Anirudh Singh G. Thakur, Company Secretary and Chief Compliance Officer are the Key Managerial Personnel (“KMP”) of the Company under the Companies Act, 2013 as on March 31, 2025. DECLARATION OF INDEPENDENCE The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the data bank of Independent Directors created and maintained by the Indian Institute of Corporate Affairs. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY The Company does not have any Subsidiary, Associate and Joint Venture Companies. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors would like to inform the Members to the best of their knowledge and belief and according to the information and explanation obtained by them, that the Audited Accounts for the financial year ended March 31, 2025 are in full conformity with the requirements of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration Number – 101248W/ W-100022). 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, 2025 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, 2025 and of the profit and loss of the Company for the year ended on that date;
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