MINUTES OF THE MEETING OF THE INDEPENDENT DIRECTORS OF M/S .......... HELD ON .........., .......DAY OF.........., ........ AT ........... AT THE ............ OFFICE OF THE COMPANY SITUATED AT ................................
PRESENT
X INDEPENDENT DIRECTOR
Y INDEPENDENT DIRECTOR
Z INDEPENDENT DIRECTOR
C COMPANY SECRETARY
ITEM NO. 1
CHAIRMAN OF THE MEETING
Mr. X was unanimously elected as Chairman of the meeting and thereafter he took the Chair.
ITEM NO. 2
QUORUM OF MEETING
After ascertaining the requisite quorum, the Chairman called the meeting to order.
ITEM NO. 3
LEAVE OF ABSENCE
All members being present no leave of absence was granted to any member of the Committee.
ITEM NO. 4
TO CONFIRM MINUTES OF LAST MEETING OF INDEPENDENT DIRECTORS
The minutes of the last Meeting of Independent Directors were read, confirmed and signed by the Chairman.
ITEM NO. 5
TO REVIEW THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS OF THE COMPANY AND THE BOARD AS A WHOLE
Mr. X appraised the members about the requirement of the Companies Act, 2013 to review the performance of non-independent directors of the Company and of the Board as a whole. He further stated the names of non- independent directors of the Company to be evaluated as follows:
- Mr. P designated as Director;
- Mrs. Q, designated as Whole Time Director.
- Mr. R, designated as Whole Time Director.
Attendance record of the aforesaid directors was also tabled before the independent directors for evaluation thereon.
The independent directors present in the meeting praised the attendance record of the aforesaid non –independent directors and the time devoted by them in the various meetings.
Amongst other following important roles of Non – Independent Directors were evaluated at the meeting:
It was concluded that the all directors are investing their time, energy and expertise towards the growth of the Company and the independent directors expressed their satisfaction towards the performance of the non- independent directors of the Company.
Further, the independent directors reviewed the performance of the Board as a whole and it was concluded that every member of the Board is taking active participation in the decision making process at the Board Meeting/s and is equally involved in the affairs of the Company. It was concluded that the overall Board has taken great strategic decisions, obtained timely positions, taken timely risk management decisions and implemented internal financial controls across the entire organization. All these have helped the Company to fight in stringent market conditions and economic scenario.
Provisions of Companies Act, 2013 were also discussed with regard to the duties of Directors as stated under the provisions of Section 166 of the Act and Independent Directors communicated their satisfaction towards the performance of the Board.
ITEM NO. 6
TO ASSESS THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD
Discussion over quality, quantity and timeliness of flow of information to the Board took place wherein it was deliberated that management of the company is making adequate information available to the Board of the Company in order to enable the Board of Directors take timely decisions.
Overall satisfaction was consented on the captioned subject by both the Independent Directors of the Company.
VOTE OF THANKS
There being no other business to transact, meeting concluded with a vote of thanks to the Chair.
CHAIRMAN
DATE:
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