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at the ensuing AGM. He holds office upto the date of the forthcoming NRC conducts a gap analysis to refresh the Board on a periodic basis,
AGM and a Notice under Section 160(1) of the Act has been received including each time a Director’s appointment or re-appointment is
from a Member signifying the intention to propose his appointment required. The Committee is also responsible for reviewing the profiles
as Director. of potential candidates vis-à-vis the required competencies and
meeting potential candidates, prior to making recommendations of
Re-appointment
their nomination to the Board. At the time of appointment, specific
In accordance with the provisions of the Act and the Articles of requirements for the position, including expert knowledge expected,
Association of the Company, Mr. Bhaskar Bhat, Non-Executive Director is communicated to the appointee.
of the Company, retires by rotation at the ensuing AGM, and being Criteria for Determining Qualifications, Positive Attributes and
eligible, has offered himself for re-appointment.
Independence of a Director
Based on the recommendations of the NRC, the Board of Directors had The NRC has formulated the criteria for determining qualifications,
at its Meeting held on 18 May, 2018 re-appointed Mr. R. Mukundan positive attributes and independence of Directors in terms of
as Managing Director & CEO of the Company for a period of 5 years provisions of Section 178 (3) of the Act and the Listing Regulations.
commencing from 26 November, 2018 upto 25 November, 2023. His The relevant information has been given in Annexure 3 which forms
re-appointment and remuneration payable to him are subject to the part of this report.
approval of the Members at the ensuing AGM.
Board Evaluation
Independent Directors
The Board has carried out the annual performance evaluation of its
In terms of Section 149 of the Act, Mr. Nasser Munjee, Dr. Y.S.P. own performance, and that of its Committees and Individual Directors
Thorat, Ms. Vibha Paul Rishi and Ms. Padmini Khare Kaicker are the for the year pursuant to the provisions of the Act and the corporate
Independent Directors of the Company. The Company has received governance requirements prescribed under the Listing Regulations.
declarations from all the Independent Directors confirming that they
The performance of the Board and individual Directors was evaluated
meet the criteria of independence as prescribed under the Act and
by the Board after seeking inputs from all the Directors. The criteria
the Listing Regulations.
for performance evaluation of the Board was based on the Guidance
Details of the Familiarisation Programme for Independent Directors Note issued by SEBI on Board evaluation which included aspects such
are provided separately in the Corporate Governance Report. as Board composition and structure, effectiveness of Board processes,
contribution in the long term strategic planning, etc. The performance
Key Managerial Personnel (‘KMP’)
of the Committees was evaluated by the Board after seeking
In terms of the provisions of Section 2(51) and Section 203 of the Act, inputs from the Committee members. The criteria for performance
the following are the KMP of the Company: evaluation of the Committees was based on the Guidance Note
issued by SEBI on Board evaluation which included aspects such as
ʀ Mr. R Mukundan, Managing Director & CEO
stucture and composition of Committees, effectiveness of Committee
ʀ Mr. Zarir Langrana, Executive Director (w.e.f. 1 April, 2018) meetings, etc.
ʀ Mr. John Mulhall, Chief Financial Officer In a separate meeting, the Independent Directors evaluated the
ʀ Mr. Rajiv Chandan, General Counsel & Company Secretary performance of Non-Independent Directors and performance of
the Board as a whole. They also evaluated the performance of the
Governance Guidelines Chairman (as elected by the Board for each meeting of the Board of
Directors) taking into account the views of Executive Director(s) and
The Company has adopted the Governance Guidelines on Board
Non-Executive Directors. The NRC reviewed the performance of the
Effectiveness to fulfill its corporate governance responsibility towards
Board, its Committees and of the Directors. The same was discussed
its stakeholders. The Governance Guidelines cover aspects relating
in the Board Meeting that followed the meeting of the Independent
to composition and role of the Board, Chairman and Directors, Board
Directors and NRC, at which the feedback received from the Directors
diversity, definition of independence, Director term, retirement
on the performance of the Board and its Committees was also
age and Committees of the Board. It also covers aspects relating to
discussed.
nomination, appointment, induction and development of Directors,
Director’s remuneration, subsidiary oversight, code of conduct, review REMUNERATION POLICY
of Board effectiveness and mandates of Committees of the Board.
The Company has in place a Remuneration Policy for the Directors,
Procedure for Nomination and Appointment of Directors KMP and other employees pursuant to the provisions of the Act and
the Listing Regulations which is set out in Annexure 4 which forms
The NRC is responsible for developing competency requirements for
part of this report.
the Board based on the industry and strategy of the Company. The
Board composition analysis reflects in-depth understanding of the DIRECTORS’ RESPONSIBILITY STATEMENT
Company, including its strategies, environment, operations, financial Based on the framework of internal financial controls and compliance
condition and compliance requirements.
systems established and maintained by the Company, work

66 Annual Report 2017-18