annual-report-FY2020

72 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS He has laid down uncompromising standards of ethics. As a member of the Board and various Committees, Nadir could raise the bar on governance and ethics without losing sight of commercial aspects. As a Member of the Governance, Nomination and Remuneration Committee he contributed immensely to shaping the succession- planning exercise carried out by the Company, which paved way for an orderly Succession to the Board and to Senior Management positions. His wise guidance on prudent fiscal management combined with his formidable strategic skills were invaluable to us. Nadir is a valued and a trusted personal friend and I wish him peace and happiness in the years to come.” Re-designation and Re-appointment of Dr. Pawan Goenka, Managing Director Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 20 th December, 2019, approved re-designation of Dr. Pawan Kumar Goenka, Managing Director of the Company as the ‘Managing Director and Chief Executive Officer’ with effect from 1 st April, 2020 till the end of his current term, i.e., upto 11 th November, 2020 and his re-appointment as Managing Director of the Company, liable to retire by rotation, designated as ‘Managing Director and Chief Executive Officer’, for a period commencing from 12 th  November, 2020 to 1 st April, 2021 (both days inclusive). Appointment of Whole Time Directors Dr. Anish Shah Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 20 th December, 2019, appointed Dr. Anish Shah as an Additional Director of the Company with effect from 1 st April, 2020 to hold office up to the date of the 74 th Annual General Meeting (AGM) of the Company scheduled to be held on 7 th August, 2020 and subject to the approval of the Members at the said AGM as Whole time Director of the Company, liable to retire by rotation, designated as ‘Deputy Managing Director and Group Chief Financial Officer’ from 1 st April, 2020 to 1 st April, 2021 (both days inclusive) and as ‘Managing Director and Chief Executive Officer’ for a period commencing from 2 nd April, 2021 to 31 st March, 2025 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing his appointment as a Director of the Company. Mr. Rajesh Jejurikar Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 20 th December, 2019, appointed Mr. Rajesh Jejurikar as an Additional Director of the Company with effect from 1 st April, 2020, to hold office up to the date of the 74 th AGM of the Company scheduled to be held on 7 th August, 2020 and subject to the approval of the Members at the said AGM as a Whole Time Director of the Company, liable to retire by rotation, designated as ‘Executive Director (Auto and Farm Sectors)’ for a period of Five Years from1 st April, 2020 to 31 st March, 2025 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing his appointment as a Director of the Company. Appointment of Non-Executive, Non-Independent Director Mr. CP Gurnani Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 20 th December, 2019, appointed Mr. CP Gurnani as an Additional Director of the Company with effect from 1 st April, 2020, to hold office up to the date of the 74 th AGM of the Company scheduled to be held on 7 th August, 2020 and thereafter, subject to the approval of the Members at the said AGM, as a Non-Executive Non-Independent Director, liable to retire by rotation. The Company has received the requisite Notice from a Member in writing proposing his appointment as a Director of the Company. Retirement by rotation Mr. Anand G. Mahindra retires by rotation and, being eligible, offers himself for re-appointment at the 74 th  Annual General Meeting of the Company scheduled to be held on 7 th August, 2020. Performance Evaluation Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of speci c duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.