Alchemy Pharmaceuticals Ltd. is a listed company and is one of the leading pharma companies, having multiple factories across India. It is currently contemplating to further expand its operations. In April 2026, the stat

Alchemy Pharmaceuticals Ltd. is a listed company and is one of the leading pharma companies, having multiple factories across India. It is currently contemplating to further expand its operations. In April 2026, the statutory audit and annual activities by the secretarial team were in full swing as the financial year 2025-26 was over recently. Sashi, the Company Secretary of the Company, had a detailed meeting with Sumana, the Secretarial Auditor about the upcoming Secretarial Audit. He mentioned to Sumana that, Mannan, one of the independent directors had not attended the board meetings since last many quarters and does not appear to be interested to continue on the Company's Board. There were also media news about his involvement in activities / businesses with other companies, apparently compromising his integrity and independence. On the point relating to independent directors and their role, Sumana highlighted that, as per SEBI (LODR) 2015, every listed entity should disclose in its report, a chart or a matrix setting out the skills, expertise and competence of the board of directors. And, with reference to the board's competency diversity, SEBI (LODR) 2015, with the objective of improving transparency, has widened the perspective of board diversity by adding skill diversity as an element of board composition. Therefore, building the right Board requires an understanding of director's competencies. He also emphasised that director's competencies encompass technical and behavioural competencies. He also suggested that the Company's Board can consider appointing a lead independent director, as done by many large corporates. In last week of April 2026, the Board decided to appoint a new director and even considered convening a board meeting at short notice. Sashi was on a personal emergency leave, hence this matter was being handled by Arul, Sashi's assistant, a newly qualified Company Secretary, who joined the Company recently. Arul served the notice of the proposed board meeting to be held on 3rd May 2026 through speed post on 1st May 2026 stating in subject line as 'Proposed board meeting on 3rd May 2026' to discuss appointment of new independent director and to discuss other matters, on a plain paper mentioning the Company's name and date. One of the Directors, who was very senior and experienced, called Sashi, expressing concern about the validity of the notice stating that there should be a clear 7 days' notice and that the notice did not contain anything about the meeting being called at a shorter notice. Arul contended that there is a provision in the articles of association for a shorter notice, hence meeting can be held at shorter notice. Considering his absence, Sashi asked Arul to consult you, a Senior Company Secretary on this matter. Based on the above facts, answer the following: With reference to the provisions of Companies Act, 2013, outline the guidelines for professional conduct of Independent Directors.