Page 304 - Index

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
Item number 4
Pursuant to provisions of Section 204 of the Companies
Act, 2013, and relevant rules thereunder, read with
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations, 2015”), every listed company is required to
annex with its Board’s Report, a secretarial audit report,
issued by a Practising Company Secretary. For this purpose,
the Board of Directors of the Company had appointed
M/s S. N. Ananthasubramanian & Co. (SNACO), a firm of
Practising Company Secretaries, as Secretarial Auditors
of the Company for the financial year 2024 and they
have issued their report which is annexed to the report
of the Board of Directors of the Company as a part of the
Annual Report.
SEBI vide its notification dated December 12, 2024, amended
the SEBI Listing Regulations, 2015. The amended regulations
require companies to obtain shareholders’ approval for
appointment of Secretarial Auditors, in addition to approval
by the Board of Directors. Further, such Secretarial Auditor
must be a peer reviewed company secretary and should
not have incurred any of the disqualifications as specified
by SEBI.
In light of the aforesaid, the Board of Directors of the
Company, pursuant to the recommendations of the Audit
Committee, has recommended appointment of SNACO, a
firm of Practising Company Secretaries, as the Secretarial
Auditors of the Company for a term of five consecutive
financial years commencing from January 1, 2025 till
December 31, 2029.
SNACO has a rich history that stretches over three decades,
and the team is mentored by a senior professional of repute
who has worked with a large engineering conglomerate
having multinational operations. Further, the firm boasts a
diverse and distinguished client base, encompassing local,
national and international corporates across a broad range
of sectors.
SNACO was established in 1991, by Mr S. N.
Ananthasubramanian, a fellow member and past president
of the Institute of Company Secretaries of India. This Mumbai
based firm is led by a team of five partners and has a team
of experienced and qualified company secretaries. Over the
years, SNACO has built a diverse client base, serving local,
national and international corporates. Its clientele spans
companies in the public sector, BFSI sector, insurance firms,
market infrastructure institutions, emerging businesses,
leading corporates, and not-for-profit organisations.
SNACO was appointed as Secretarial Auditors for Crisil
in 2024. Its first audit report under this engagement was
issued for the financial year 2024. SNACO deployed a
team of professionals, demonstrating their expertise and
proficiency in handling secretarial audit for Crisil. SNACO’s
approach towards the Company’s secretarial audit and its
fee model has been found to be suitable and aligns with the
Company’s requirements.
Furthermore, in terms of the amended regulations, SNACO
has provided a confirmation that they have subjected
themselves to the peer review process of the Institute
of Company Secretaries of India and hold a valid peer
review certificate. SNACO has confirmed that they are not
disqualified from being appointed as Secretarial Auditors
and that they have no conflict of interest. SNACO has
further furnished a declaration that they have not taken up
any prohibited non-secretarial audit assignments for the
Company, its holding and subsidiary companies.
The proposed remuneration to be paid to SNACO for the
financial year ending December 31, 2025, is C 3,00,000/-
(Rupees Three Lakh only) plus applicable taxes and out-of-
pocket expenses. Besides the audit services, the Company
would also obtain certifications which are to be mandatorily
received from the Secretarial Auditors under various
statutory regulations from time to time, for which the
auditors will be remunerated separately on mutually agreed
terms. The Board of Directors and the Audit Committee shall
approve revisions to the remuneration of the Secretarial
Auditors, for the balance part of the tenure based on
review and any additional efforts on account of changes in
regulations, restructuring or other considerations.
The Board of Directors in consultation with the Audit
Committee may alter or vary the terms and conditions of
appointment, including remuneration, in such manner
and to such extent as may be mutually agreed with the
Secretarial Auditors.
None of the Directors and Key Managerial Personnel of the
Company and their relatives, are concerned or interested,
financially or otherwise, in this resolution.
The Board recommends the Ordinary Resolution set out at
item number 4 of the notice for approval by the members.
302 Annual Report 2024