Page 84 - Arvind 2024

Sr. No
Name of Directors
Number of Board Meetings held during the year
Number of Board Meetings attended
Whether Present at the Last AGM held on August 2, 2023
1 Mr. Sanjay S. Lalbhai
2 Mr. Kamal Singal
3 Mr. Kulin S. Lalbhai
4 Mr. Pratul Shroff
5 Mr. Prem Prakash Pangotra
6 Mr. Nirav Shah
7 Ms. Pallavi Vyas
8 Mr. Vipul Roongta
4 4 Yes
4 4 Yes
4 3 Yes
4 2 No
4 4 Yes
4 3 Yes
4 4 Yes
4 3 Yes
2.6 Separate Meeting of Independent Directors:
Independent Directors play an important role in the governance processes of the Board. They bring their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different points of view and experiences and prevents conflict of interest in the decision making process.
None of the Independent Directors serves as “Independent Directors” in more than seven listed companies.
None of the Independent Directors have resigned before the expiry of his/her term and hence confirmation from Independent Directors in respect of material reason for resignation is not applicable during the year.
The Independent Directors have confirmed that they meet the criteria of independence laid down under the Companies Act, 2013 and the Listing Regulations.
A separate meeting of Independent Directors was held on February 1, 2024 to review:
ƒ the performance of the Non-Independent Directors (Executive/Non-Executive Directors).
ƒ the performance of the Board of the Company as a whole.
ƒ the performance of Chairman/Chairperson of the Company taking in to account the views of Executive and Non-Executive Directors on the same.
ƒ the quality, quantity and timeliness of flow of information between the Company Management and the Board.
The members of the Nomination and Remuneration Committee took note of the above.
2.7 Disclosure of relationships between the Directors inter-se:
Except Mr. Sanjay S. Lalbhai, Chairman and Non-Executive Director and his son Mr. Kulin S. Lalbhai, Non-Executive Director & Vice Chairman, there is no relationship between the Directors inter-se.
2.8 Number of shares and convertible instruments held by Non-Executive Directors:
Mr. Sanjay S. Lalbhai and Mr. Nirav Shah, Non-Executive Directors of the Company are holding 200145 equity shares equivalent to 0.44% and 16 equity shares equivalent to 0.00% respectively, of the paid equity share capital.
During the year under review, none of the Non-Executive Directors hold any convertible instruments of the Company.
2.9 Familiarisation programmes imparted to Independent Directors:
On appointment of an individual as Director, the Company issues a formal Letter of Appointment to the concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a formal familiarisation program including the presentation from the Managing Director & CEO providing information relating to the Company, industry, business model of the Company, geographies in which Company operates, etc. The programme also provides awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarisation Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.
82 | Arvind SmartSpaces Limited