minutes of Independent Directors

MINUTES OF THE SEPARATE MEETING OF THE INDEPENDENT DIRECTORS ON BOARD OF DIRECTORS OF THE COMPANY, HELD ON _____DAY, THE __TH DAY OF _______, 20__ AT ____ P.M. AT THE _____ OFFICE OF THE COMPANY AT _________________.

PRESENT:

Name – Designation ‘

Shri _______________ was elected as Chairman of the Board was told to take the Chair.

After ascertaining that the requisite quorum was present, the proceedings of the meeting were commenced by the Chairman.

ITEM NO. 1

TO GRANT LEAVE OF ABSENCE

All Independent Directors were present.

ITEM NO.2

TO CONFIRM MINUTES OF LAST SEPARATE MEETING OF THE INDEPENDENT DIRECTORS ON BOARD OF DIRECTORS OF THE COMPANY.

Shri A informed that during the year 2014-15, this was first Separate Meeting of the independent directors on Board of Directors of the company. So there were no Minutes of any previous Meeting for confirmation.

ITEM NO.3

TO CONSIDER PURPOSE AND APPLICABLE PROVISIONS FOR MEETING.

Shri A informed that Section 149(8) of the Companies Act, 2013 requires independent Directors on the Board of Directors to abide by the provisions specified in SCHEDULE IV of the Companies Act which defines CODE FOR INDEPENDENT DIRECTORS. He further stated that the Code is a guide to professional conduct for independent directors. He further stated that Clause VII of Scehdule IV of the Companies Act, 2013 read with New LODR,2015 requires that The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management. He further informed that accordingly, the Meeting is being held inter-alia, with a view to review the performance of non-independent directors and the Board as a whole, review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

ITEM NO.4

TO REVIEW THE PERFORMANCE OF NON INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE

Thereafter, it was discussed that during the financial year, the Board delivers its responsibilities by following ways:

Strategy: Board effectively provides strategic directions to the company.

Performance of Management: Board provides effective directions on key decisions impacting the performance of the company, effectively reviews the financial performance of the company and suggests corrective actions.

Governance & Compliance: Board strives towards adapting best practices in governance while also fully complying with the laws of land.

Overall: The process for setting the board agenda is transparent, realistic to the current needs and meeting material is shared well in time. The frequency and duration of the board meetings are adequate to ensure a proper discharge of all the responsibilities.

 Over all board meeting is held in open and objective manner where there is adequate opportunity for members to share their views.

Thereafter, the performance of the Executive Directors vis-à-vis Board as a whole was taken up for discussion on following parameters:

Performance of Non-Independent Directors: the Non Independent directors on the Board have played a good role in better corporate governance. The Board received required disclosures from them. Based on formal and informal appraisals, the Non Independent directors have played role in good governance and handling of day to day affairs efficiently, cost cuttings, market strategies, expansion and growth of Company.

Technology up gradation: ID’s discussed and concluded that Company uses latest available technology in its operations.

Statutory Compliances and dues: The Company has not defaulted in the payment of statutory dues. Compliances are made well in time.

Internal Audit: The Company has hired a well-organized team for Internal Audit headed by a qualified Chief Internal Auditor who directly reports to the Audit Committee.

Overall Performance: The Company has been able to keep itself well positioned in spite of very adverse market conditions. The Company’s performance is quite satisfactory vis-à-vis peers as well as the industry.

ITEM NO.5

TO REVIEW THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY

Sh. A stated that  in terms of the provisions of Schedule IV read with LODR, 2015, the performance of Chairperson has to be reviewed.

Mr. B pointed out that the performance of Chairperson can be very well drawn/ascertained from the fact that  inspite of adverse market conditions and other factors,  the performance of Company is satisfactory which is due to the leadership/guidance given by the Chairperson of the Company. Shri A, based on formal and informal appraisal apprised the role played by Chairman in cost reduction, day to day affairs, strategic management, good corporate governance, tapping foreign and management.

VOTE OF THANKS

There being no other business, the meeting concluded with a vote of thanks to Members Present.