annual-report-FY2021

74 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Dr. Anish Shah was appointed as Whole-time Director designated as “Deputy Managing Director and Group Chief Financial Officer” from 1 st April, 2020 to 1 st April, 2021 and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” from 2 nd April, 2021 to 31 st March, 2025. Mr. Rajesh Jejurikar was appointed as Whole-time Director designated as “Executive Director (Automotive and Farm Sectors)” for a period of 5 years from 1 st April, 2020 to 31 st March, 2025. Mr. CP Gurnani was appointed as Non-Executive Non-Independent Director of the Company with effect from 1 st April, 2020. Mr. M. M. Murugappan and Mr. Nadir B. Godrej ceased to hold office as Independent Directors of the Company from 8 th August, 2020, upon completion of their tenure as approved by the Shareholders at the 72 nd Annual General Meeting of the Company held on 7 th August, 2018. Independent Directors The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test except Mr. Muthiah Murugappan who would be undertaking the said test in due course. Lead Independent Director Mr. Vikram Singh Mehta, Independent Director and Chairman of Governance, Nomination and Remuneration Committee has been appointed as the Lead Independent Director with effect from 1 st April, 2021. The role and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of the Annual Report. Re-appointment of Independent Director for a Second Term The Governance, Nomination and Remuneration Committee, on the basis of performance evaluation of Mr. T. N. Manoharan and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by him during his tenure, has recommended to the Board that the continued association of Mr. T. N. Manoharan as Independent Director would be bene cial to the Company. Based on the above and his performance evaluation, the Board recommends the re-appointment of Mr. T. N. Manoharan as an Independent Director for a further period of 5 consecutive years commencing from 11 th November, 2021 to 10 th November, 2026. The Company has received the requisite Notice from a Member in writing proposing his appointment as Independent Director. Appointment of Independent Directors Ms. Nisaba Godrej Pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, the Board at its Meeting held on 7 th August, 2020 approved appointment of Ms. Nisaba Godrej, as an Additional Director (Independent and Non-Executive) on the Board of Directors of the Company, with effect from 8 th August, 2020 to hold office up to the date of the Annual General Meeting of the Company to be held thereafter and subject to the approval of the Members at the said Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from 8 th August, 2020 to 7 th August, 2025 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing her appointment as an Independent Director of the Company. Mr. Muthiah Murugappan Pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, the Board at its