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Annual Report 2016-17
v. To participate directly or through its Committees, in developing and approving the mission of the business, its
objectives and goals and the strategy for their achievement
vi. To ensure congruence between shareholders’ e[pectations, Company’s goals, objectives and management
performance
vii. To monitor the Company’s progress towards its goals and to revise and alter its direction in light of changing
circumstances
viii. To approve and monitor compliance with all signiocant policies and procedures by which the Company is operated
i[. To ensure that the Company operates at all times within applicable laws and regulations and ethical and moral
standards
[. To ensure that the performance of the Company is adequately reported to shareholders, other stakeholders and
regulators on a timely and regular basis
[i. To ensure that the audited annual onancial statements are reported fairly and in accordance with the Accounting
Standards issued by the Institute of Chartered Accountants of India
[ii. To ensure that any developments that have a signiocant and material impact on the Company are reported from
time to time to the concerned authorities
[iii. Not to involve in a situation which may have a direct or indirect interest that conpicts, or possibly may conpict with
the interest of the Company
[iv. Not to achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or
associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal
to that gain to the Company
[v. Not to assign his ofoce and any assignment so made shall be void and
[vi. To act in accordance with the laws and regulations of the country and the Memorandum and Articles of Association
of the Company.
C. Board meetings and deliberations:
The Company Secretary, in consultation with the Chairman of the Company and Chairman of the respective Board
Committees, prepares the agenda and supporting papers for discussion at each Board meeting and Committee meetings,
respectively. Members of the Board or Committees are free to suggest any item to be included in the agenda, in addition
to their right to bring up matters for discussion at the meeting with the permission of the Chairman.
Information and data that is important to the Board to understand the business of the Company in general and related
matters are tabled for discussion at the meeting. Agenda is circulated in writing to the members of the Board seven
days' in advance before the meeting.
The Board and the Audit Committee meet in e[ecutive session, at least four times during a onancial year, mostly
at quarterly intervals inter alia to review quarterly onancial statements and other items on the agenda. Additional
meetings are held, if deemed necessary, to conduct the business. Those members of the Board, who are not able to
participate in the Board meetings in-person, generally, participate in the meeting through tele-conferencing. The Unit
Presidents, President of Corporate Operations, Chief Financial Ofocer and Chief Planning Ofocer of the Company attend
the Board and Committee meetings upon invitation. The other e[ecutives and delivery heads are generally invited
at the meetings on need basis. In terms of Regulation 17 of the /isting Regulations and Secretarial Standard on the
Meetings of the Board of Directors (SS-1), the gap between two Board meetings has not e[ceeded one hundred and
twenty days. The ma[imum gap between two Board meetings held during the onancial year 2016-17 was Ninety days
i.e. from October 21, 2016 to January 20, 2017.
During the onancial year 2016-17, the Board of Directors met 6 (si[) times on April 23 and 24, 2016, June 10, 2016,
July 22 and 23, 2016, October 21 and 22, 2016, November 22, 2016, January 20 and 21, 2017. Further, certain decisions
were taken by passing the resolutions by way of circulation and were subsequently noted and taken on record by the
Board at its ne[t meeting. Table 2 below gives the attendance record of the Directors at the Board meetings and the last
Annual General Meeting held on July 22, 2016. During the year under report, a few Board calls were organized to discuss
matters requiring immediate attention.