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Annual Report 2016-17

Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal onancial control as per Section 134 of the

Act.

The Board has laid down policies and processes in respect of internal onancial controls and such internal onancial

controls were adequate and were operating effectively. The internal onancial controls covered the policies and

procedures adopted by your Company for ensuring orderly and efocient conduct of business including adherence to

your Company’s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors,

accuracy and completeness of accounting records and the timely preparation of reliable onancial information.

Directors’ responsibility statement

The Directors state that:

1.

In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no

material departure

2. Your 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 your Company

as at March 31, 2017 and of the proot of your Company for that year

3. Your Directors have taken proper and sufocient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for

preventing and detecting fraud and other irregularities, if any

4. The annual accounts have been prepared on a going concern basis

5. Your Directors, had laid down internal onancial controls to be followed by your Company and that such internal

onancial controls are adequate and were operating effectively

6. Your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems are adequate and operating effectively.

Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Act read with Rule 12(1) of the Companies (Management

and Administration) Rules, 2014, the e[tract of Annual Return of your Company for the onancial year ended on

March 31, 2017 is provided in the Anne[ure D to the Directors’ Report.

Vigil Mechanism (Whistle Blower Policy)

The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part

of this Annual Report. Your Company has uploaded the policy on its website at

'https://www.persistent.com/investors/whistle-blower-policy/

'.

Risk Management Policy

Report on Risk Management based on the risk management policy developed and implemented at your Company for

the onancial year 2016-17 forms part of this Annual Report.

Performance Evaluation of the Board, its Committees and Directors

Your Company conducted the annual performance evaluation of the Board, its various Committees and the Directors

individually. This was conducted in March and April 2017 by an E[ternal Management Consultant and the ondings of the

evaluation were presented at the meeting of the Nomination and Governance Committee and the Board of Directors

held in April 2017. Recommendations and suggested areas of improvement for the Board, its various committees and

the individual Directors were considered by the Board.

Listing with the stock exchanges

The Equity Shares of your Company are listed on BSE /imited (BSE) and the National Stock E[change of India /imited

(NSE) since April 6, 2010.

/isting fees for the onancial year 2016-17 have been paid to both BSE and NSE.