In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall familiarize the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes.
The Familiarization Programmes are aimed to familiarize the independent directors with the company, their roles responsibilities in the company, nature of industry in which the company operates and business model of the company by imparting suitable training sessions.
- The Company shall periodically organise familiarisation programme for the Independent Directors to appraise them with the business operations of the Company as also to know their roles, rights and responsibilities in the Company to enable them to make effective contribution and discharge their functions as a Board Member.
- Familiarisation Program for Independent Directors shall include:
(i) Industry overview and business structure of the Company;
(ii) Operation overview and product knowledge;
(iii) Overview of Sales & Marketing strategies;
(iv) Financial Statements, Financial Ratios and other performance parameters used for control process;
(v) Statutory compliances required to be fulfilled by the Company.
The policy shall be disclosed on the company’s website and a web link thereto shall be provided in the Annual Report.
Evaluation/ Assessment of Directors of the Company –
The evaluation/assessment of the Directors of the Company is to be conducted on an annual basis as a measure of Corporate Governance. The following criteria may assist in determining how effective the performances of the Directors:
- Leadership & stewardship abilities
- contributing to clearly define corporate objectives & plans
- Communication of expectations & concerns clearly with subordinates
- obtain adequate, relevant & timely information from external sources.
- Review& approval achievement of strategic and operational plans, objectives, budgets
- Regular monitoring of corporate results against projections
- identify, monitor & mitigate significant corporate risks
- assess policies, structures & procedures
- Direct, monitor & evaluate KMPs, senior officials
- review management’s succession plan
- Effective meetings
- assuring appropriate board size, composition, independence, structure
- Clearly defining roles & monitoring activities of committees
- Review of corporation’s ethical conduct
Evaluation on the aforesaid parameters will be conducted by the entire Board excluding the Director being evaluated.
Details of Familiarization sessions held pursuant to the Policy are as follows:
|Date of Program||Area covered|
|13/08/2015||Business Structure of the Company|
Details of attendance of Independent Directors in Familiarization Sessions are as follows:
|Sr No||Name of Independent Director||Director in the company since||Number of the Session attended||No. of hours spent in the Sessions attended|
|FY 2015-16||Cumulative till date||FY 2015-16||Cumulative till date|
|1.||Mr. Maulik Shah||19/11/2011||2||3||4||6|
|2.||Mr. Dinesh Chauhan||10/11/2007||2||3||4||6|
|3.||Mr. Jayesh Dave||28/08/2015||1||1||2||2|