BOARD’S REPORT 101 Ms. Padmasree Warrior, Mr. Ranjan Pant and Mr. Sat Pal Bhanoo are not debarred from holding the office of director on account of any order of SEBI or any other such authority. The Company has received the requisite Notices from a Member in writing proposing their appointment as Directors of the Company. Re-appointment of Two Independent Directors for a Second Term The GNRC, on the basis of performance evaluation of Mr. Haigreve Khaitan and Ms. Shikha Sharma and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by them during their tenure, has recommended to the Board that the continued association of Mr. Haigreve Khaitan and Ms. Shikha Sharma as Independent Directors would be beneficial to the Company. Based on the above and their performance evaluation, the Board at its Meeting held on 16th May, 2024 has recommended the re-appointment of Mr. Haigreve Khaitan and Ms. Shikha Sharma as Independent Directors for a Second Term of 5 consecutive years commencing from 8th August, 2024 to 7th August, 2029. The Company has received the requisite Notices from a Member in writing proposing their appointment as Independent Directors. Re-appointment of Dr. Anish Shah, Managing Director and Chief Executive Officer to be Designated as “Group CEO and Managing Director” and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 16th May, 2024, approved the following: 1. Re-appointment of Dr. Anish Shah as the “Managing Director and Chief Executive Officer” Designated as “Group CEO and Managing Director” of the Company with effect from 1st April, 2025 to 31st March, 2030 (both days inclusive), liable to retire by rotation. 2. Re-appointment of Mr. Rajesh Jejurikar as a Whole Time Director designated as ‘Executive Director and CEO (Auto and Farm Sector)’ of the Company, for a period commencing from 1st April, 2025 to 24th June, 2029 (both days inclusive), liable to retire by rotation. 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 fulfil 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 Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by 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 has successfully completed the online proficiency self-assessment test. Lead Independent Director Mr. Vikram Singh Mehta, Independent Director, Chairman of Governance, Nomination and Remuneration Committee and Chairman of Corporate Social Responsibility Committee (with effect from 1st May, 2024) is the Lead Independent Director. The role and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of this Annual Report. Retirement by rotation Dr. Anish Shah retires by rotation and being eligible, offers himself for re-appointment at the 78th Annual General Meeting of the Company scheduled to be held on 31st July, 2024. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its
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