Investor Presentaiton
Mr. Ranjit | Jesudasen, Dr. Salim Joseph Thomas and Mr. Jacob Kurian) are
due to retire in September 2024. Since these six Independent Directors are
serving their second term, they will retire in September 2024 and will be
stepping down from the Board. Therefore, as part of the plan for orderly
succession to the Board of Directors and to facilitate a smooth transition,
the Board at its meeting held on 8th November 2022 decided to induct
three new Independent Directors and subsequently at its meeting held on
9th February 2023 three more Independent Directors. The details of these
new Independent Directors are given below:
1.
2.
Mr. Vikram Taranath Hosangady (DIN: 09757469), Mr. Ramesh
Rangarajan (DIN: 00141701) and Mr. Dinshaw Keku Parakh
(DIN: 00238735) were appointed as Independent Directors by the
shareholders of the Company by postal ballot on 21st December
2022. The appointment of the said Independent Directors took effect
from 7th February 2023.
Mr. Arun Vasu (DIN: 00174675), Mr. Vikram Chesetty (DIN:
01799153) and Mr. Prasad Oommen (DIN: 00385082) were also
appointed as Independent Directors by the shareholders of the
Company by postal ballot on 31st March, 2023. The appointment
of the said Independent Directors will take effect upon receipt of
requisite regulatory approvals.
As required under Section 152 of the Companies Act, 2013, Mr Varun
Mammen (DIN: 07804025), Whole time Director and Mrs. Ambika
Mammen (DIN: 00287074), Director of the Company, retire by rotation at
the forthcoming Annual General Meeting and being eligible have offered
themselves for re-appointment.
The Company has received declarations of independence from all
the Independent Directors confirming that they meet the criteria of
independence as prescribed under section 149(6) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that they are independent from Management.
The Board is of the opinion that all the Independent Directors of the
Company are person's of integrity and possess relevant expertise and
experience (including the proficiency) to act as Independent Directors
of the Company. The Independent Directors of the Company have
confirmed that they have been registered with the Indian Institute of
Corporate Affairs, Manesar and have included their name in the databank
of Independent Directors within the statutory timeline as required under
Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014. Out of the above new Independent Directors, two Directors
are required to appear for the online proficiency test within a period of
two years.
Performance evaluation of the Board, its Committees and Directors
The Board of Directors has made a formal annual evaluation of its own
performance and that of its committees pursuant to the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. The evaluation was done based on
the evaluation criteria formulated by Nomination and Remuneration
Committee which includes criteria such as fulfilment of specific functions
prescribed by the regulatory framework, adequacy of meetings, attendance
and effectiveness of the deliberations etc.
The Board also carried out an evaluation of the performance of the
individual Directors (excluding the Director who was evaluated) based
on their attendance, participation in deliberations, understanding the
Company's business and that of the industry and in guiding the Company
in decisions affecting the business and additionally in case of Independent
Directors based on the roles and responsibilities as specified in Schedule
IV of the Companies Act, 2013 and fulfilment of independence criteria
and independence from management.
Corporate Governance
In accordance with Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Report on Corporate
Governance along with the Auditors' Certificate confirming compliance
is attached and forms part of this Report.
Following information required to be disclosed as per the Companies Act,
2013 are set out in the Corporate Governance Report:
a)
Number of Board meetings held - Para 2(c) of the Corporate
Governance Report.
b)
Constitution of the Audit Committee and related matters - Para 3(ii)
and 14(o) of the Corporate Governance Report.
c)
Remuneration Policy of the Company (including directors
remuneration)- Para 7a of the Corporate Governance Report.
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