| 104 Annual Report | 2023-2024 Annexures to Director’s Report 9. Meeting of Independent Directors Schedule IV of the Companies Act, 2013 and the Rules thereunder and SEBI Listing Regulations, 2015 mandate that the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. At such meetings, the independent directors discuss, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, human resource matters and performance of the executive members of the Board, including the Chairman. During the year, the independent directors met on May 12, 2023 without the presence of the Management. General Body Meetings Details of location and time, where last three Annual General Meetings held are given below: Financial Year Category Location Date Time 2022-2023 AGM It was held through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’), deemed location is Registered Office August 07, 2023 03:00 PM 2021-2022 AGM It was held through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’), deemed location is Registered Office August 11, 2022 02:00 PM 2020-2021 AGM It was held through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’), deemed location is Registered Office August 05, 2021 3:00 PM Six (6) Extra Ordinary General Meetings of the Company were held on April 28, 2023, May 27, 2023, September 28, 2023, December 11, 2023, February 13, 2024 and March 19, 2024. The following business items were approved by Special Resolution in the last three AGMs: FY 2020-21 1. Increase borrowing power of the Company; 2. Creation of charge and providing security; 3. Issue of Non-Convertible Debentures; 4. Reappointment of Ms. Matangi Gowrishankar, Independent Director; 5. Reappointment of Mr. Manoj Kumar Nambiar as Managing Director of the Company. FY 2021-22: 1. Increase in borrowing power of the Company; 2. Creation of charge and to provide security; 3. To issue Non-Convertible Debentures; 4. Payment of commission to the Independent Directors of the Company; 5. Amendment in the ‘AROHAN EMPLOYEE STOCK OPTION PLAN 2010’ (“ESOP 2010”/ “PLAN”); 6. Amendment in the “AROHAN EMPLOYEE STOCK OPTION PLAN 2018’ (“ESOP 2018”/ “PLAN”); 7. Amendment in the “AROHAN EMPLOYEE STOCK OPTION PLAN 2021’ (“ESOP 2021”/ “PLAN”); 8. Issue of shares w.r.t Arohan Employee Stock Option Plan 2021. FY 2022-23: 1. Increase in borrowing power of the Company; 2. Creation of charge and to provide security; 3. To issue Non-Convertible Debentures; 4. Payment of commission to the Independent Directors of the Company; 5. Issue of shares w.r.t Arohan Employee Stock Option Plan 2021. Disclosures under the Whistle Blower Mechanism of the Company The Company has an established mechanism for Directors, Employees, Clients, partners, investors or the public at
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