Draft Minutes of Separate Meeting of Independent Directors under Companies Act, 2013
Compiled by: CS Nikhil Kalra
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 _________________.
At the outset, it was ascertained that there were only two independent directors on the Board of Directors of the Company and both of them were present. So, the agenda items were taken one by one as follows;
ITEM NO. 1
ITEM NO. 1
TO GRANT LEAVE OF ABSENCE
All Independent Directors were present.
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.
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 Schedule IV of the Companies Act, 2013 read with Clause 49 of the Listing Agreement 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.
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 manufacturing operations.
Marketing and Sales:
The Company has a team of Experienced Marketing/ Sales Team who looks after their functions diligently and their performance can be adjudged by operational results.
The term finance and working capital have been availed from nationalized banks at reasonable/competitive rates/terms and conditions which are beneficial to the Company. The availed credit facilities are optimum for current operations.
The Company has optimum manpower keeping in view the size of operations. The Employees attrition rate is negligible.
Statutory Compliances and dues:
The Company has not defaulted in the payment of statutory dues. Compliances are made well in time.
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.
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.5TO REVIEW THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY
Sh. A stated that in terms of the provisions of Schedule IV read with Clause 49 of the Listing Agreement, 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 in spite 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. Copies of Quarterly and yearly results and financial statements were placed before the Members and the Meeting took note of the same. Both independent also took note of the initiates taken by Chairman of Company in making expansion in dyeing, boiler section and finishing of garments capacities. 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 domestic markets and production management.ITEM NO.6
TO ASSESS THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION
Mr. A started the discussion that in terms of the provisions of Schedule IV read with Clause 49 of the Listing Agreement, the Independent Directors are inter alia required to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Sh. B said that 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.
Sh. A stated that all the information required by the Committees as well as Board is provided by the Management of the Company well in time especially the financial results, related party transactions and related matters, internal audit reports, overdue secured loans if any, contingent liabilities, observations if any of statutory auditors/cost auditors/secretarial auditors and other information as required to be provided under the law.
All the independent directors were quite satisfied with the flow of information.
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