Integrated Annual Report 2024-25 190 Activities of the Committee during the year Frequency Recommended to the Board for onward recommendation to the Shareholders, the re-appointment of: i. Dr. Anish Shah (DIN: 02719429) as a “Managing Director and Chief Executive Officer” of the Company Designated as “Group CEO and Managing Director” with effect from 1st April, 2025 to 31st March, 2030 (both days Inclusive) and Remuneration payable to him; ii. Mr. Rajesh Jejurikar (DIN: 00046823) as a Whole-Time Director Designated as “Executive Director and CEO (Auto and Farm Sector)” of the Company with effect from 1st April, 2025 upto 24th June, 2029 (both days inclusive) and his remuneration E Recommended the following to the Board: i. Retirement of Mr. Narayan Shankar, Company Secretary of the Company with effect from close of 1st April, 2025, pursuant to his reaching the age of superannuation and his consequent cessation as the Compliance Officer of the Company under Listing Regulations and also as the Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of the Company; and ii. Appointment of Ms. Divya Mascarenhas, as Company Secretary of the Company and Compliance Officer under Listing Regulations (in the interim capacity) designated as ‘Interim Company Secretary’ who would also be KMP and part of SMP w.e.f. 2nd April, 2025 and remuneration payable to her E Frequency A Annually E Event Based C. Stakeholders Relationship Committee The Company’s Stakeholders Relationship Committee functions under the Chairmanship of Mr. Muthiah Murugappan, (Non-Executive - Independent Director). The other Members of the Stakeholders Relationship Committee are Mr. Anand G. Mahindra (Non-Executive - Non-Independent Director) and Ms. Nisaba Godrej (Non-Executive - Independent Director). Majority of the Committee comprises of Independent Directors. During the year under review, the Board by way of a Circular Resolution dated 7th August, 2024, re-constituted the Committee with effect from 8th August, 2024 and appointed Mr. Muthiah Murugappan as the Chairman of the Committee in place of Mr. Haigreve Khaitan upon him ceasing to be an Independent Director and thereby Member and Chairman of the Committee with effect from 8th August, 2024 and inducted Ms. Nisaba Godrej as a Member. Mr. Narayan Shankar, Company Secretary was the Compliance Officer of the Company. Post his retirement w.e.f. close of 1st April, 2025, Ms. Divya Mascarenhas, Interim Company Secretary is the Compliance Officer of the Company effective 2nd April, 2025. Key Terms of Reference of the Committee: The Committee meets, as and when required, to, inter alia, deal with matters relating to issue of Letter of Confirmation in case of loss of share certificates, issue of new share certificates (including for transfer to Investor Education & Protection Fund as per the provisions of the Act and Rules framed thereunder), resolve the grievances of security holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the Company in respect of services being rendered by the Registrar & Transfer Agent, review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ demand drafts/annual reports/statutory notices by the Shareholders of the Company. With a view to expedite the process of transmission, necessary authority has been delegated to certain officers of the Company. The Committee is, inter alia, authorised to approve the requests for transmission of shares and issue of duplicate share certificates. The role and terms of reference of the Committee cover the areas as contemplated under Regulation 20 read with Part D of Schedule II of the Listing Regulations and Section 178 of the Act, as applicable, besides other terms as referred by the Board of Directors. Further, the Investor Relations team presents investor engagement plans/ initiatives, movement in shareholdings and ownership structure to the Committee. As per section 178(7) of the Act and the Secretarial Standard on General Meetings, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company. The former Chairman of the Committee, Mr. Haigreve Khaitan was virtually present at the 78th AGM of the Company held through Video Conferencing facility on 31st July, 2024. Apart from the Meeting(s), urgent business (including approvals for issue of Letter of Confirmation in case of loss of share certificates) was transacted through Circular Resolution(s). Subsequently, these Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) is/are passed by the Members.
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