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Integrated report Statutory reportS FInancIal StatementS
Corporate Governance Report

Attendance at the Board Meetings held during the year
Name of the Director Category Meetings held on No. of
May May August October December December February February March Meetings
3, 2019 15, 2019 8, 2019 30, 2019 11 & 12, 31, 2019 3, 2020 14, 2020 26, 2020 attended
2019
Mr. Bhaskar Bhat NED 9
Mr. Nasser Munjee # ID LOA N.A. N.A. N.A. N.A. N.A. N.A. 2
Dr. Y.S.P. Thorat # ID N.A. N.A. N.A. N.A. N.A. N.A. 3
Ms. Vibha Paul Rishi ID LOA 8
Mr. S. Padmanabhan NED LOA & 8
Ms. Padmini Khare Kaicker ID LOA 8
Dr. C. V. Natraj* ID N.A. N.A. N.A. 6
Mr. K. B. S. Anand ^ ID N.A. N.A. N.A. LOA 5
Mr. R. Mukundan MD & CEO 9
Mr. Zarir Langrana ED 9
ID - Independent Director; NED - Non-Executive Director; MD & CEO - Managing Director & Chief Executive Officer; ED - Executive Director;
LOA – Leave of Absence; N.A. – Not Applicable
# Retired as Independent Director of the Company w.e.f. August 20, 2019 upon completion of tenure
* Appointed as an Additional and Independent Director w.e.f. August 8, 2019
^ Appointed as an Additional and Independent Director w.e.f. October 15, 2019
& Mr. S. Padmanabhan joined the Meeting through audio call

During the year under review, the Board elected Mr. Bhaskar Independent Directors have confirmed that they are not
Bhat as Chairperson for each of the above Meetings of the aware of any circumstances or situations which exist or may
Board. be reasonably anticipated that could impair or impact their
ability to discharge their duties.
Independent Directors
The Company currently has 4 Non-Executive Independent In the opinion of the Board, the Independent Directors fulfill
Directors which comprise 50% of the total strength of the the conditions of independence specified in the Act and the
Board of Directors. Listing Regulations and are independent of the management.

Mr. Nasser Munjee and Dr. Y. S. P. Thorat ceased to be Further, the Independent Directors of the Company have
Independent Directors of the Company with effect from undertaken requisite steps towards the inclusion of their
August 20, 2019 upon completion of their tenure. names in the data bank of Independent Directors maintained
During the year, the Board of Directors based on the with the Indian Institute of Corporate Affairs in terms of
recommendations made by the Nomination & Remuneration Section 150 of the Act read with Rule 6 of the Companies
Committee appointed Dr. C. V. Natraj and Mr. K. B. S. Anand (Appointment & Qualification of Directors) Rules, 2014.
as Non-Executive Independent Directors with effect from
August 8, 2019 and October 15, 2019 respectively, subject to Meeting of Independent Directors
approval of the shareholders. During the year under review, one meeting of the
Independent Directors of the Company was held on
Independence of Directors March 26, 2020 as required under Schedule IV of the Act (Code
The Company has received a declaration from the of Independent Directors) and Regulation 25(3) of the Listing
Independent Directors confirming that they meet the criteria Regulations. At their Meeting, the Independent Directors
of independence as prescribed under Section 149(6) of the reviewed the performance of Non-Independent Directors
Act read with Regulation 16(1)(b) of the Listing Regulations. and the Board as a whole, Chairperson (as elected by the
In terms of Regulation 25(8) of the Listing Regulations, the Board for each meeting of the Board of Directors) after taking

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