STATUTORY REPORTS | Board’s Report 113 Re-appointment of Two Independent Directors for a Second Term As mentioned in the previous year’s Annual Report, the Board at its Meeting held on 5th May 2025 had recommended the re-appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors for a second term of 5 consecutive years. Further, at the 79th Annual General Meeting held on 31st July 2025, the Shareholders of the Company, basis the recommendation of the Board of Directors, approved the following: ● Re-appointment of Ms. Nisaba Godrej (DIN: 00591503) as an Independent Director of the Company for a second term of 5 consecutive years commencing from 8th August 2025 to 7th August 2030 (both days inclusive); and ● Re-appointment of Mr. Muthiah Murugappan (DIN: 07858587) as an Independent Director of the Company for a second term of 5 consecutive years commencing from 8th August 2025 to 7th August 2030 (both days inclusive). 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 The 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 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. 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 Annual Reports: ● Dr. Anish Shah has been re-appointed 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. ● Mr. Rajesh Jejurikar has been re-appointed 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. Retirement by rotation Mr. Ranjan Pant and Mr. Sat Pal Bhanoo retire by rotation and being eligible, offer themselves for re-appointment at the 80th Annual General Meeting of the Company scheduled to be held on 30th July 2026. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman of the Board, Group CEO and Managing Director, Executive Director and CEO (Auto and Farm Sector). Feedback Mechanism Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of time spent on strategic issues, effectiveness of Governance practices, setting corporate culture and values, execution and performance of specific duties, obligations and governance. The performance evaluation was carried out based on the responses received from the Directors.
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