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Mehra and Mr. Hitesh V. Siraj retires by rotation and being eligible have offered themselves for reappointment. The Managing Director of the Company Mr. Shetty was reappointed for a period of one year with effect from December 1, , subject to shareholder's approval. The resolution for his reappointment is included in the Notice of the 31st Annual General Meeting.

During the year no Directors have resigned from the Board. The Board of Directors had five meetings during financial year — The necessary quorum was present for all the meetings. The independent directors had a separate meeting without the presence of any non independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman.

The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director. Appointment and Remuneration to Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, and ceiling as per Section of the Act. The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company are based on their requisite qualifications, skills, experience and knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, company's business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes etc.

Having regard to the provisions of the first proviso to Section 1 of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The details of Foreign exchange earnings and outgo are as follows: The related party transactions are placed before the Audit Committee as also the Board for approval. The company is also constituted a Risk Management Committee for the above purpose.

The company has laid down detailed process in planning, decision making, organizing and controlling. The contributions in this regard have been made to a registered trust which is undertaking the activities prescribed under Schedule VII of the Companies Act, As required under the provisions of Section of the Companies Act, , the Company has obtained written confirmation from the auditors proposed to be re—appointed to the effect that their reappointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 1 and they fulfill the criteria laid down under Section of the Companies Act There are no adverse observations in the Secretarial Audit report.

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