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owners undertake corrective action within the stipulated timeline in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented on quarterly basis to the Audit Committee of the Board of Directors of the Company.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at https://www.arvindsmartspaces. com/investors/corporate-governance/
18. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:
As on March 31, 2024, the Company has 3 (three) wholly owned subsidiary companies, 21 (twenty- one) subsidiary Limited Liability Partnerships (Direct or Indirect) and 1 (one) joint venture Limited Liability Partnership.
During the year under review, companies/LLPs/ entities which have become and/or ceased to be subsidiary, joint venture or associate of the Company are given in the note no. 36 to the Financial Statements.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.
The Company has framed a policy for determining material subsidiaries and can be accessed at the following Web-link: https:// www.arvindsmartspaces.com/wp-content/ uploads/2022/02/Material-Subsidiaries.pdf
19. CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
20.DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
The Board of Directors consist of 8 (eight) Directors out of which 1 (one) is Executive Director, 3 (three) are Non-Executive Non-Independent
Directors including 1 (one) Nominee Director and 4 (four) are Non-Executive Independent Directors including a Woman Director. The composition is in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per the provisions of Section 152(6) of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Sanjay S. Lalbhai (DIN: 00008329) shall retire by rotation at the ensuing 16th Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.
It is proposed to re-appoint Ms. Pallavi Vyas as an Independent Director, not liable to retire by rotation, for the second term of 5 (five) years with effect from August 5, 2024 to August 4, 2029 by passing special resolution as set out in item No. 4 of the notice convening the AGM. Ms. Pallavi Vyas is appointed as an Independent Director, not liable to retire by rotation, in the Annual General Meeting of the Company held on September 29, 2020 for a period of 5 (five) years, with effect from August 5, 2019 to August 4, 2024.
The Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company’s Code of Conduct.
None of the Directors are disqualified from being appointed as Directors as specified in section 164 of the Companies Act, 2013.
As on March 31, 2024, Mr. Kamal Singal - Managing Director & CEO, Mr. Ankit Jain - Chief Financial Officer and Mr. Prakash Makwana - Company Secretary are the key managerial personnel of the Company in terms of provisions of Section 203 of the Companies Act, 2013. During the year, Mr. Ankit Jain, Chief Financial Officer has resigned with effect from April 22, 2024.
21. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of independent directors which includes the performance of directors, fulfilment of criteria of independence specified in these regulations and their independence from the Management, its own performance as well as evaluation of working of its Committees on the basis of criteria formulated by the Nomination and Remuneration Committee which are broadly in compliance with the Guidance
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