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Integrated report Statutory reportS FInancIal StatementS
Board's Report

Board Evaluation of the opinion that the Company’s internal financial controls were
the Board has carried out the annual evaluation of its own adequate and effective during FY 2019-20.
performance and that of its Committees and individual directors accordingly, pursuant to Section 134(5) of the act, the Board of
for the year pursuant to the provisions of the act and the corporate directors, to the best of their knowledge and ability, confirm that
governance requirements prescribed under the listing regulations. for the year ended March 31, 2020:

the performance of the Board and individual directors was (a) in the preparation of the annual accounts, the applicable
evaluated by the Board after seeking inputs from all the directors. the accounting standards have been followed and that there are
criteria for performance evaluation of the Board was based on the no material departures;
guidance note issued by SeBI on Board evaluation which included (b) they have selected such accounting policies and applied them
aspects such as Board composition and structure, effectiveness of consistently and made judgements and estimates that are
Board processes, contribution in the long term strategic planning, reasonable and prudent so as to give a true and fair view of
etc. the performance of the Committees was evaluated by the the state of affairs of the Company at the end of the financial
Board after seeking inputs from the Committee Members. the year and of the profit of the Company for that period;
criteria for performance evaluation of the Committees was based
on the guidance note issued by SeBI on Board evaluation which (c) they have taken proper and sufficient care for the
included aspects such as structure and composition of committees, maintenance of adequate accounting records in accordance
effectiveness of committee meetings, etc. with the provisions of the act for safeguarding the assets of
the Company and for preventing and detecting fraud and
In a separate meeting, the Independent directors evaluated the other irregularities;
performance of non-Independent directors and performance of
the Board as a whole. they also evaluated the performance of the (d) they have prepared the annual accounts on a going concern
basis;
Chairman (as elected by the Board for each meeting of the Board
of directors) taking into account the views of executive directors (e) they have laid down internal financial controls to be followed
and non-executive directors. the nrC reviewed the performance by the Company and that such internal financial controls are
of the Board, its Committees and of the directors. the same was adequate and are operating effectively; and
discussed in the Board Meeting that followed the meeting of the (f) they have devised proper systems to ensure compliance with
Independent directors and nrC, at which the feedback received the provisions of all applicable laws and that such systems
from the directors on the performance of the Board and its are adequate and operating effectively.
Committees was also discussed.
Significant highlights, learning and action points with respect to Conservation of Energy, Technology Absorption,
the evaluation were discussed by the Board. appropriate actions Foreign Exchange Earnings and Outgo
are taken on the suggestions made by the Board during the the particulars relating to conservation of energy, technology
annual evaluation process and presented to the Board. absorption, foreign exchange earnings and outgo, as required to
be disclosed pursuant to the provisions of Section 134 of the act
Remuneration Policy read with the Companies (accounts) rules, 2014, are provided in
the Company has in place a remuneration policy for the directors, Annexure 5 to this report.
KMp and other employees pursuant to the provisions of the
act and the listing regulations which is set out in Annexure 4 Particulars of Employees
forming part of this report. disclosures pertaining to remuneration and other details as
required under Section 197(12) of the act read with rule 5(1) of
Directors’ Responsibility Statement the Companies (appointment and remuneration of Managerial

Based on the framework of internal financial controls and personnel) rules, 2014 (‘rules’) are enclosed as Annexure 6 to this
compliance systems established and maintained by the Company, report.
work performed by the internal, statutory, cost and secretarial
auditors and external consultant(s), including audit of internal the statement containing particulars of employees as required
financial controls over financial reporting by the statutory auditors under Section 197(12) of the act read with rule 5(2) and 5(3) of
and the reviews performed by the Management and the relevant the rules forms part of this report. Further, the report and the
Board Committees, including the audit Committee, the Board is accounts are being sent to the Members excluding the aforesaid

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