|Note on Information on Familiarisation Programmes for Independent Directors pursuant to SEBI Listing Regulations, 2015
Regulation 25 of the Listing Regulations, 2015 requires that the Company shall familiarise the independent directors through various programmes about the listed entity, including the following:
(a) nature of the industry in which the listed entity operates;
(b) business model of the listed entity;
(c) roles, rights, responsibilities of independent directors; and
(d) any other relevant information.
Regulation 46(2)(i) of the SEBI Listing Regulation, 2015, requires the Company to disseminate following information on its website, i.e. details of familiarisation programmes imparted to Independent Directors, including the full details:-
- Number of programmes attended by independent directors (during the year and on a cumulative basis till date),
- Numbers of hours spent by independent directors in such programmes (during the year and on a cumulative basis till date), and
- Other relevant details.
Pursuant to the above, information for the year 2015-16 is being disseminated as under:
The Company has held various programmes for the Independent Directors throughout the year on an ongoing and continual basis in the nature of familiarisation in the areas referred to in Regulation 25. Some of such programmes carried out during the year were as under:-
- Various presentations were made by the Senior Executives, Internal Auditor, Statutory Auditor covering, inter alia, the business of the Company and those of its subsidiaries and associates from time to time, on different functions and areas, with special reference to the nature of the industry in which these companies operate.
- Deliberations were held and / or presentations were made from time to time on major developments in the areas of the Companies Act 2013, SEBI Insider Trading Regulations 2015, SEBI Listing Regulations, 2015 and revised framework for NBFCs and related Regulations etc.
- Directors in particular were informed about their roles, responsibilities and duties under the new SEBI Listing Regulations 2015, through Board papers and appointment letter given to them.
- Directors, who were not members of the committees of Directors, were also invited and encouraged to attend the meetings of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee of the Company held from time to time.
- In addition to the quarterly meetings, which inter alia approved the financial statements, the Company conducted two additional board meetings during the year in September 2015 and March 2016 to apprise the directors on the detailed operational aspects and the business of the Company, and
- As and when a new director gets appointed, as part of the process of induction, the Company has the practice of familiarising the new director with information on various aspects of the Company, along with important codes and annual reports concerning the Company.
It may be noted further that the independent directors of the Company being persons of great eminence and expertise were already well conversant with the business and functioning of the Company, as also with other aspects referred to in the above-said regulation. Further, considering the variety of programmes conducted for the independent directors as set out in the previous paras, the particulars of number of programmes, numbers of hours spent in such programmes & such other details of familiarization programmes are not being provided separately.