Integrated Annual Report 2024-25 172 Further, effective follow-up on action items from Board Meetings is essential for organizational success. These action items play a pivotal role in guiding strategic initiatives and operational changes. Therefore, it is imperative to promptly distribute these action items to relevant functional heads, accompanied by clear directives and deadlines. A robust tracking system is established to monitor and review each action item continuously until satisfactory closure. F. Meetings of Independent Directors The Independent Directors of your Company often meet before the Board Meeting(s) without the presence of the Chairman, the Group CEO and Managing Director or the Executive Director or other Non‑Independent Director(s) or any other Management Personnel. These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to, inter alia, discuss matters pertaining to review of performance of Non-Independent Directors and the Board of Directors as a whole, review the performance of the Chairman of the Company (taking into account the views of other Executive and Non‑Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board of Directors to effectively and reasonably perform their duties. Four Meetings of Independent Directors were held during the year under review and these Meetings were well attended by the Independent Directors. The Independent Directors communicate as appropriate, suggestions, views or concerns to the Chairman or Group CEO and Managing Director upon conclusion of their Meeting(s). This proactive approach fosters accountability within the organization and facilitates timely execution of critical tasks. By ensuring prompt dissemination of action items, providing clear guidance and implementing a diligent tracking process, the organization demonstrates a commitment to operational excellence and the successful implementation of strategic directives set forth by the Board. E. Number of Board Meetings, Attendance of the Directors at Board Meetings and at the last Annual General Meeting (“AGM”) During the year 1st April, 2024 to 31st March, 2025, Seven Board Meetings were held on 16th May, 2024, 31st July, 2024, 7th November, 2024, 7th & 8th February, 2025, 20th February, 2025, 28th February, 2025 and 31st March, 2025. The Board met at least once in every Calendar Quarter and the gap between two consecutive Meetings did not exceed one hundred and twenty days. These Meetings were well attended by the Directors. The 78th AGM of your Company was held on 31st July, 2024 through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) facility. The attendance of the Directors at these Meetings held during the year, was as under: Name of the Directors AGM, 31st July, 2024 (VC/ OAVM) Board Meeting Dates and Mode Held during the Year/ Tenure Attended % of Attendance of a Director 1 2 3 4 5 6 7 16th May, 2024 31st July, 2024 7th November, 2024 7th & 8th February, 2025 20th February, 2025 28th February, 2025 31st March, 2025 Physical Hybrid Hybrid Hybrid VC VC VC Mr. Anand G. Mahindra 7 7 100% Dr. Anish Shah 7 7 100% Mr. Rajesh Jejurikar 7 7 100% Dr. Vishakha N. Desai@ - - 0% Mr. Vikram Singh Mehta* 2 2 100% Mr. T. N. Manoharan 7 7 100% Mr. Haigreve Khaitan* 2 2 100% Ms. Shikha Sharma 7 7 100% Ms. Nisaba Godrej 7 6 85.71% Mr. Muthiah Murugappan 7 7 100% Ms. Padmasree Warrior** 6 5 83.33% Mr. Ranjan Pant** 6 6 100% Mr. Sat Pal Bhanoo** 6 6 100% % of attendance at a Meeting 100% 100% 100% 100% 100% 100% 80% 100% AGM and Board Attendance Attended through Video Conference Leave of Absence Attended in-person N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. + + + @ Ceased to be a Director of the Company w.e.f. 1st May, 2024. * Ceased to be a Director of the Company w.e.f. 8th August, 2024. ** Appointed as Director of the Company w.e.f. 17th May, 2024. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
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