PRIVI SPECIALITY CHEMICALS LIMITED Annual Report 2020-21

52 PRIVI SPECIALITY CHEMICALS LIMITED (Formerly known as Fairchem Speciality Limited) • Board Meetings and Attendance The Board meets at least once in a quarter inter-alia to review the performance of the Company and for consideration and approval/adoption of quarterly/annual financial results. The Company Secretary, in consultation with the Chairman, prepares detailed agenda for the meetings. Six Board meetings were held in the year 2020-21 and the gap between two Board meetings have not exceeded 120 days. The dates on which meetings were held are as follows: Sr. No. Date of Meeting No. of Directors Present 1. June 23, 2020 11 2. July 30, 2020 11 3. August 12, 2020 14 4. August 17, 2020 8 5. November 05, 2020 8 6. February 05, 2021 8 • Appointment of Independent Directors The Nomination and Remuneration Committee, based on Company’s policy for such position identifies suitable person having expert knowledge and skill in his / her profession / area of business and who can effectively participate in Board proceedings and recommends the same to the Board. The Board after evaluating the said Committee’s recommendation, takes the decision which according to the Board is in the best interest of the Company. • Confirmation regarding Independence With respect to the declaration given by the Independent Directors of the Company during the year under review, the Board hereby confirms that all the Independent Directors fulfill the conditions specified in the SEBI (LODR) Regulations 2015 and are independent of the management. • Meeting of Independent Directors The Independent Directors meet at least once in a financial year without the presence of Promoter Directors and management personnel. They discuss the matters pertaining to the business and other related affairs of the Company. The views expressed at such meeting are brought to the knowledge of the Chairman of the Board. During the year, one meeting of Independent Directors was held on March 31, 2021. 3. Audit Committee Composition: The composition of Audit Committee is in line with provisions of Section 177 of the Act and is in compliance with Regulation 18 of SEBI (LODR) Regulations, 2015. For the period upto August 12, 2020, the composition of the Audit Committee was, two Managing Directors, six Independent Directors and one Nominee Director with Mr. P. R. Barpande, Non-Executive Independent Director as Chairman of the Committee and Mr. Mahesh Babani, Mr. Nahoosh Jariwala, Mr. Sumit Maheshwari, Mr. Rajesh Budhrani, Mr. Hemang Gandhi, Ms. Radhika Pereira, Mr. Darius Pandole and Mr. Viren Joshi as members. However, during the year, out of six Independent Directors, four independent directors of the Company resigned and three new independent directors were appointed. As a result, the Audit Committee was reconstituted at the Board meeting held on August 12, 2020. TheAudit Committee now comprises of three Independent Directors and one Nominee Director with Mr. P. R. Barpande, Non-Executive Independent Director as Chairman of the Committee and Mr. Sumit Maheshwari, Mrs. Anuradha Thakur and Mr. D. T. Khilnani as the members of the Committee. All the members of the existing Audit Committee possess required skills, knowledge and experience to be the members of the Committee. The Audit Committee met six times during the financial year 2020-21 on June 23, 2020, July 30, 2020, August 12, 2020, August 17, 2020, November 05, 2020 and February 05, 2021.