| 84 Annual Report | 2024-2025 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, 2025, the Board consists of 15 members, which includes one Executive Director, five Independent Directors, and nine Non-Executive Nominee Directors. 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 senior management personnel. 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. 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 Corporate Governance Report forms part of the Directors’ Report and is annexed as Annexure I. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The details of the meetings of the Board of Directors held during the financial year 2024-25 are provided in the Corporate Governance Report. AUDITORS (i) Statutory Auditors – Pursuant to the RBI Guidelines Ref. No. RBI/2021-22/25 (DoS. CO.ARG/SEC.01/08.91.001/2021-22) dated April 27, 2021, regarding the appointment of Statutory Auditors, and based on the recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting held on May 24, 2024, approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as the Statutory Auditors of the Company for a continuous period of three (3) years, i.e., for FY 2024-25, FY 2025-26, and FY 2026-27. Director’s Report
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