Integrated Annual Report 2024-25 92 ● Appointment of Mr. Ranjan Pant (DIN: 00005410) as a Non-Executive and Non-Independent Director of the Company with effect from 17th May, 2024, liable to retire by rotation; ● Appointment of Mr. Sat Pal Bhanoo (DIN: 10482731) as a Non-Executive and Non-Independent Director of the Company representing Life Insurance Corporation of India, with effect from 17th May, 2024, liable to retire by rotation. Re-appointment of Dr. Anish Shah, Managing Director and Chief Executive Officer designated as “Group CEO and Managing Director” and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) As mentioned in previous year’s Annual Report, at the Seventy Eighth Annual General Meeting held on 31st July, 2024, the Shareholders of the Company, basis the recommendation of the Board of Directors, 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. Re-appointment of Ms. Shikha Sharma as an Independent Director Pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 16th May, 2024, approved the re-appointment of Ms. Shikha Sharma (DIN: 00043265) as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8th August, 2024 to 7th August, 2029 (both days inclusive). Further, the Shareholders of the Company at the Annual General Meeting held on 31st July, 2024 basis the recommendation of the Board of Directors approved the aforementioned re-appointment of Ms. Shikha Sharma as an Independent Director of the Company. Re-appointment of Two Independent Directors for a Second Term The Shareholders of the Company at the 75th Annual General Meeting held on 6th August, 2021, basis the recommendation of the Board, approved: ● Appointment of Ms. Nisaba Godrej (DIN: 00591503) as an Independent Director for a term of 5 (five) consecutive years commencing from 8th August, 2020 to 7th August, 2025. ● Appointment of Mr. Muthiah Murugappan (DIN: 07858587) as an Independent Director for a term of 5 (five) consecutive years commencing from 8th August, 2020 to 7th August, 2025. The Governance, Nomination and Remuneration Committee, on the basis of performance evaluation of Ms. Nisaba Godrej and Mr. Muthiah Murugappan 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 Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors would be beneficial to the Company. Based on the above and their performance evaluation, the Board at its Meeting held on 5th May, 2025 has recommended to the Shareholders for their approval, the re-appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors for a Second Term of 5 (five) consecutive years commencing from 8th August, 2025 to 7th August, 2030. Brief Profiles of Ms. Nisaba Godrej and Mr. Muthiah Murugappan are provided in the Corporate Governance Report forming part of the Annual Report. Ms. Nisaba Godrej and Mr. Muthiah Murugappan 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 re-appointment as Independent Directors. 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.
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