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Investor Presentaiton

ANNUAL REPORT 2018-2019 66 Condition No. Title Compliance Status V (Put √ in the appropriate column) Remarks Complied Not Complied (if any) Condition No. Complied Not Complied 6(5) Role of the NRC 6(5)(a) NRC shall be independent and responsible or accountable to the Board and to the shareholders; 6(5)(b) 6(5)(b)(i) NRC shall oversee, among others, the following matters and make report with recommendation to the Board: Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following: The level and composition of remuneration is reasonable and 6(5)(b)(i)(a) sufficient to attract, retain and motivate suitable directors to run the company successfully; 6(5)(b)(i)(b) 6(5)(b)(i)(c) 6(5)(b)(ii) 6(5)(b)(iii) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and Remuneration to directors, top level executive 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; Devising a policy on Board's diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality; Identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board; Formulating the criteria for evaluation of performance of independent directors and the Board; Indentifying the company's needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; Developing, recommending and reviewing annually the company's human resources and training policies; Title 7 (1) (vii) Any services that the Audit Committee determines. Audit or certification services on compliance of corporate governance as required under condition No.9(1); Any other service that creates conflict of interest 7 (1) (viii) 7 (1) (ix) 7(2) 7(3) No Partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares in the said company Representative of external or statutory auditors shall remain present in the Shareholders' Meeting (Annual General meeting or Extraordinary General Meeting) to answer the queries of the shareholders. Maintaining a website by the Company Compliance Status (Put √ in the appropriate column) Complied Not Complied Complied Not Complied ANNUAL REPORT 2018-2019 Remarks (if any) 8. 8(1) The Company shall have an official website linked with the website of the stock exchange. 8(2) 8(3) 9. The company shall keep the website functional from the date of listing. The company shall make available the detailed disclosures on its website as required under the regulations of the concerned stock exchange(s) Reporting and Compliance of Corporate Governance The company shall obtain a certificate from a practicing Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report. The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the Shareholders in the annual general meeting. The directors of the company shall state, in accordance with the Annexure-C attached, in the directors' report whether the company has complied with these conditions or not. Required certification has been obtained from "PODDER& ASSOCIATES" Cost & Managements for the year ended 30th June 2019. Board recommended the Professional for due appointment by the Shareholders in 21st AGM on 1st Dec, 2019 6(5)(b)(iv) 6(5)(b)(v) 9(1) 6(5)(b)(vi) 6(5)(c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report. 9(2) 7. External or Statutory Auditors 7(1) The issuer shall not engage its external or statutory auditors to perform the following services of the company, namely:-- 7(1)(i) Appraisal or valuation services or fairness opinions; ฟ 9(3) 7 (1) (ii) Financial information system design and implementation; 7 (1) (iii) Book-keeping or other services related to the accounting records or financial statement; V 7 (1) (iv) Broker-dealer services; 7 (1) (v) Actuarial services; 7 (1) (vi) Internal audit services or special audit services; V 67
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