Draft minutes of 19th meeting of the Board of directors of Zwiggy Foods Ltd held on 28th January, 2022 were circulated on 5th February, 2022. In this backdrop, answer the following: Sonali, an independent director, who a

Finalization of Minutes As per Para 7.4 of SS-1: Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee the draft minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by email or by any other recognised electronic means to all members of the Board or the Committee as on the date of the Meeting, for their comments. The Directors, whether present at the Meeting or not, shall communicate their comments, if any, in writing on the draft Minutes within seven days from the date of circulation thereof, so that the Minutes are finalized and entered in the Minutes Book within the specified time limit of thirty days. If any director communicates his comments after the expiry of the said period of seven days, the Chairman, if so authorised by the Board, shall have the discretion to consider such comments. The draft Minutes should also be sent to those Directors who were not present at the Meeting for information and comments thereon, if any. This is because all the Directors are responsible for the decisions taken at any Board Meeting, whether or not they attended the Meeting. In the event director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such director. A director who ceases to be a Director after a Meeting of the Board is entitled to receive the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting or not. Minutes shall be entered in the Minutes Book within 30 days from the conclusion of the Meeting. The date of entry of the Minutes in the Minutes Book shall be recorded by the Company Secretary. Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent meeting and the fact of such alteration shall be recorded in the Minutes of such subsequent meeting. Hence, (i) the comments given by Sonali are beyond the specified time limit and may be considered only subject to the discretion of the Chairman.