Page 65 - Arvind 2024

Note on Board Evaluation issued by SEBI vide its Circular dated January 5, 2018. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
22.APPOINTMENT AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The same can be accessed at the following Weblink: https:// www.arvindsmartspaces.com/wp-content/ uploads/2023/06/Nomination-and-Remuneration- Policy.pdf
23.FAMILIARIZATION PROGRAMME FOR
THE INDEPENDENT DIRECTORS:
In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The same can be accessed at the following Web-link: https://www.arvindsmartspaces.com/wp-content/ uploads/2024/04/Familiarization-Programmes- imparted-Independent-Directors-2.pdf
24.NUMBER OF MEETINGS OF THE BOARD
OF DIRECTORS AND COMMITTEES:
A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors to enable them to plan their schedule for effective participation in the Meetings.
During the year under review, 4 (four) meetings of the Board of Directors, 4 (four) meetings of Audit Committee, 2 (two) meetings of Corporate Social Responsibility Committee, 2 (two) meetings of Risk Management Committee, 1 (one) meeting of Nomination and Remuneration Committee, 1 (one) meeting of Stakeholders’ Relationship Committee, 1 (one) meeting of Independent Directors’ and 13 (thirteen) meetings of Management Committee of Board of Directors were convened and held, the details of which are provided in the Corporate Governance Report forming part of this Report.
25.COMMITTEES OF BOARD:
With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees and the details of such committees constituted by the Board are given in
Corporate Overview
Statutory Reports
Financial Statements
the Corporate Governance Report, which forms part of this Annual Report.
26. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts for the year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared annual accounts on a going concern basis;
(e) they have laid down proper internal financial controls, which are adequate and are operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
27. RELATED PARTY TRANSACTIONS:
All transactions with Related Parties are placed before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all the related party transaction specifying the nature, value and terms and conditions of the transactions is placed before the Audit Committee for their approval on a quarterly basis.
All the related party transactions are entered into on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions
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