CORPORATE GOVERNANCE 187 Further, effective follow-up on action items from Board Meetings is essential for organizational success. These action items play a pivotal role in guiding strategic initiatives and operational changes. Therefore, it is imperative to promptly distribute these action items to relevant functional heads, accompanied by clear directives and deadlines. A robust tracking system is established to monitor and review each action item continuously until satisfactory closure. F. Meetings of Independent Directors The Independent Directors of your Company often meet before the Board Meeting(s) without the presence of the Chairman, the Managing Director or the Executive Director or other Non‑Independent Director(s) or any other Management Personnel. These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to, inter alia, discuss matters pertaining to review of performance of Non-Independent Directors and the Board of Directors as a whole, review the performance of the Chairman of the Company (taking into account the views of other Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board of Directors to effectively and reasonably perform their duties. Five Meetings of Independent Directors were held during the year under review and these Meetings were well attended by the Independent Directors. This proactive approach fosters accountability within the organization and facilitates timely execution of critical tasks. By ensuring prompt dissemination of action items, providing clear guidance and implementing a diligent tracking process, the organization demonstrates a commitment to operational excellence and the successful implementation of strategic directives set forth by the Board. E. Number of Board Meetings, Attendance of the Directors at Board Meetings and at the last Annual General Meeting (“AGM”) During the year 1st April, 2023 to 31st March, 2024, Nine Board Meetings were held on 26th May, 2023, 7th July, 2023, 26th July, 2023, 4th August, 2023, 15th September, 2023, 9th & 10th November, 2023, 2nd February, 2024, 14th February, 2024 and 18th & 19th March, 2024. The Board met at least once in every Calendar Quarter and the gap between two consecutive Meetings did not exceed one hundred and twenty days. These Meetings were well attended by the Directors. The 77th AGM of your Company was held on 4th August, 2023 through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) facility. The attendance of the Directors at these Meetings held during the year, was as under: Name of the Directors AGM, 4th August, 2023 (VC/ OAVM) Board Meeting Dates and Mode Held during tenure Attended % of attendance of a Director 1 2 3 4 5 6 7 8 9 26th May, 2023 7th July, 2023 26th July, 2023 4th August, 2023 15th September, 2023 9th & 10th November, 2023 2nd February, 2024 14th February, 2024 18th & 19th March, 2024 Hybrid VC VC Hybrid VC Hybrid VC Hybrid Physical Mr. Anand G. Mahindra 9 9 100% Dr. Anish Shah 9 9 100% Mr. Rajesh Jejurikar 9 9 100% Mr. Vikram Singh Mehta 9 9 100% Dr. Vishakha N. Desai 9 6 66.66% Mr. T. N. Manoharan 9 9 100% Mr. Vijay Kumar Sharma* 6 6 100% Mr. Haigreve Khaitan 9 9 100% Ms. Shikha Sharma 9 8 88.88% Mr. CP Gurnani* 6 4 66.66% Ms. Nisaba Godrej 9 9 100% Mr. Muthiah Murugappan 9 9 100% % of attendance at a Meeting 100% 100% 83% 83% 100% 92% Day 1 - 92% Day 2 - 100% 100% 100% Day 1 - 90% Day 2 - 80% AGM and Board Attendance Attended through Video Conference Leave of Absence Attended in-person + N.A. N.A. N.A. N.A. N.A. N.A. + * Ceased to be a Director of the Company with effect from 20th December, 2023.
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