(iv) the directors had prepared Annual Accounts on a going concern basis;
the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Report on Corporate Governance together with the following are attached herewith and form part of this Annual Report:
Declaration by Managing Director regarding compliance of the Company’s Code of Conduct by the Board Members and Senior Management Personnel;
Certificate by Practicing Company Secretary certifying:
compliance of the conditions of Corporate Governance by the Company; and that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Chairman of the Company:
Shri Pankaj Joshi, IAS ceased to be Director and Chairman of the Company consequent upon superannuation from Service of Government of Gujarat w.e.f. October 31, 2025.
Consequently, Shri Manoj Kumar Das, IAS was nominated and appointed as a Director and Chairman of the Company w.e.f. November 01, 2025 by the Govt. of Gujarat (GoG) vide its Letter No: EPCD/0010/11/2025.
Change in Key Managerial Personnel of the Company
Managing Director:
Dr. Thiruvenkadam Natarajan, IAS ceased to be the Managing Director pursuant to the General Administration Department Order No. AIS/35.2025/56/G dated December 23, 2025. He has relinquished the charge of Managing Director of the Company w.e.f. December 29, 2025. However, he continued as Non-Executive Non-Independent Director on the Board of the Company.
Shri Rajkumar Beniwal, IAS, who was nominated as Managing Director of the Company vide GoG, GAD notification no. AIS/35.2025/56/G dated December 23, 2025, assumed the charge of Managing Director w.e.f. December 29, 2025.
Company Secretary & Compliance Officer:
Shri Rajesh Pillai, a qualified Company Secretary, was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 23, 2025.
In terms of Section 152 of the Companies Act, 2013 (as amended), Dr. T. Natarajan, IAS will retire by rotation at this AGM and being eligible, offers himself for re-appointment.
In terms of Section 149(7) of the Companies Act, 2013 (as amended) and the SEBI Listing Regulations, the Company has received necessary declarations for the FY 2025-26, from all Independent Directors, to the effect that th
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