XYZ Ltd., is a profit making, dividend paying, export oriented, Public Company engaged in manufacturing of food processors. As per the latest Audited Financial Statements for the year ended 31-03-2022, the following is t

Role of independent directors as specified in part II of schedule IV are as under: The independent directors shall: help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; bring an objective view in the evaluation of the performance of board and management; scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible; safeguard the interests of all stakeholders, particularly the minority shareholders; balance the conflicting interest of the stakeholders; determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management; moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.