STATUTORY REPORTS
NOTICE
AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013 AND PURSUANT TO REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS, THE FOLLOWING EXPLANATORY STATEMENT SET OUT ALL MATERIAL FACTS RELATING TO BUSINESS MENTIONED UNDER ITEM NO. 4,5 & 6 OF THE ACCOMPANYING NOTICE
Item No. 4:
Appointment of M/s B S R and Co, Chartered Accountants (Firm Registration No. 128510W) as the Statutory Auditors of the Company th
The Members of the Company at their 45 AGM held on September 23, 2021 had appointed M/s. Suresh Surana & Associates LLP, Mumbai (Firm Registration No. 121750W/W-100010), as the Statutory Auditors of the Company to th hold office for a term of 5 (five) consecutive years from the conclusion of said AGM till the conclusion of the 50 AGM. They will complete their consecutive period of five years as Statutory Auditors of the Company on conclusion of this AGM.
The Board of Directors of the Company (the Board), at its meeting held on May 18, 2026, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, an appointment of M/s B S R and Co, Chartered Accountants (Firm Registration No. 128510W), as Statutory Auditors of the Company in place of M/s. Suresh Surana & Associates LLP, Mumbai. The th proposed appointment is for a term of 05 (five) consecutive years from the conclusion of 50 AGM till the th conclusion of the 55 AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.
Pursuant to Section 139 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, the Company has received written consent from M/s B S R and Co, and an eligibility certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s B S R and Co, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
None of the Directors or other Key Managerial Personnel and their relatives, are concerned or interested (financially or otherwise) in this Resolution. The Board recommends the Ordinary Resolution set out at Item No. 4 for the approval of Members.
Item No. 5:
Appointment of Prof. (Dr.) Mamata Biswal (DIN: 07156141), as an Independent Director of the Company
In terms of the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”), read with Article 144 of the Articles of Association of the Company, and upon recommendation of the Nomination and Remuneration Committee (“NRC”), the Board of Directors of the Company appointed Prof. (Dr.) Mamata Biswal (DIN: 07156141) as an Additional Director (Independent Director, Non-Executive) with effect from August 20, 2026, to hold office up to the date of the next General Meeting, pursuant to the provisions of Section 161 of the Act.
The NRC, after evaluating the balance of skills, knowledge, and experience of the existing Board, reviewed the profile of Prof. (Dr.) Mamata Biswal (DIN: 07156141) and found her suitable for appointment as an Additional Director (Independent Director, Non-Executive).
Pursuant to Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Prof. (Dr.) Mamata Biswal (DIN: 07156141) has submitted th
036 | 50 Annual Report 2025-2026