a declaration confirming that she meets the criteria of Independence. Further, as per the requirements of Section 164(2) of the Act, she has submitted an intimation confirming that she is not disqualified from being appointed as a Director.
The Company has also received:
Consent in writing from Prof. (Dr.) Mamata Biswal (DIN: 07156141) to act as a Director in Form DIR-2 in accordance with Section 152(5) of the Act read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014;
Notice in writing from a Member under Section 160(1) of the Act, proposing her candidature for appointment as an Independent Director; and 3.
Declaration confirming that she is not debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India (SEBI) or any other such authority.
Prof. (Dr.) Mamata Biswal (DIN: 07156141) brings 25 years of rich teaching experience to her role as a Professor of Law and ICSSR Senior Research Fellow at Gujarat National Law University, Gujarat. Holding a Ph.D. in Law, she has a B.Sc. (Honours) and an LLM in Commercial Law (Corporate and Business Law). She has cleared the NET (UGC) and has been recognised as an ICSSR Senior Research Fellow.
In terms of Regulation 17(1C) of the Listing Regulations, the appointment of a Director is required to be approved by the Members in the next General Meeting or within a period of three months from the date of appointment, whichever is earlier.
The Board is of the opinion that Prof. (Dr.) Mamata Biswal (DIN: 07156141) fulfills the conditions specified under Sections 149, 152, 160, and other applicable provisions of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and Listing Regulations for appointment as an Independent Director. She is independent of the management and is not related to any Director or Key Managerial Personnel of the Company in terms of Section 2(77) of the Act.
It is proposed to appoint Prof. (Dr.) Mamata Biswal (DIN: 07156141) as an Independent Director of the Company for a term of three (3) consecutive years commencing from August 20, 2026, to August 19, 2029, not liable to retire by rotation. The said appointment shall be subject to the approval of Members of the Company at the ensuing General Meeting, which may be convened through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) or through Postal Ballot, in compliance with applicable regulatory provisions.
The Board considers that the appointment of Prof. (Dr.) Mamata Biswal (DIN: 07156141) would bring immense benefit to the Company, considering her vast experience and professional acumen, and recommends the Special Resolution as set out in Item No. 5 of the accompanying Notice for the approval of Members.
Except Prof. (Dr.) Mamata Biswal (DIN: 07156141), being an appointee, none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the said Resolution.
Item No. 6:
Ratification of remuneration payable to Cost Auditors of the Company for the Financial Year 2026-27
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Further, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the Shareholders.
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