PRIVI SPECIALITY CHEMICALS LIMITED Annual Report 2020-21

16 PRIVI SPECIALITY CHEMICALS LIMITED (Formerly known as Fairchem Speciality Limited) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS: The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 as amended from Independent Directors confirming that they are not disqualified for continuing as an Independent Director. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.: Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Act, read with the Rules made thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations the Board of Directors at their Meeting held on November 05, 2020 approved the Nomination and Remuneration Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been provided in the Corporate Governance Report. BOARD EVALUATION: The Evaluation of Board, its Committees, Individual Directors (Independent and Non-Independent Directors), Executive Director and Chairman & Managing Director was carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee. The evaluation report criteria for Independent Directors includes participation and contribution by a director in Board / Committee Meetings, commitment, expertise, integrity, maintenance of confidentiality and independent behavior. The feedback on evaluation of the Board and its Committees was discussed at the meeting of the Independent Directors and co-ordinated by the Chairperson of the Nomination & Remuneration Committee. The Independent Directors met on March 31, 2021 with respect to the above process. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements: (i) that in the preparation of the financial statements for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same; (ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. March 31, 2021 and of the profit of the Company for that period; (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the annual accounts on a ‘Going Concern’ basis; (v) that the Directors have 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) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. PARTICULARS OF EMPLOYEES: Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report. The Statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5(20 and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid Statement. The said statement is open for an inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at investors@privi.co.in.