| 100 Annual Report | 2023-2024 Annexures to Director’s Report • Mr. Wilhelmus Marthinus Maria Van Der Beek, Member • Mr. Manoj Kumar Narayan Nambiar, Member * Mr. Sumantra Banerjee ceased to be the Chairperson of the Corporate Social Responsibility Committee and Mr. John Arunkumar Diaz was appointed as Chairperson of the Corporate Social Responsibility Committee with effect from April 29, 2024. As on March 31, 2024, the Committee comprised of one (1) Independent Director, one (1) Promoter Nominee Director, one (1) Nominee Director and the Managing Director. The Chief Financial Officer and the Head of HR, Admin, Training & CSR are permanent invitees to the meetings of the Committee. The other directors are invited to attend the Corporate Social Responsibility Committee meetings as and when required. The Company Secretary acts as the Secretary to the Committee. The Committee met twice (2) during the year on May 11, 2023 and February 13, 2024. Attendance of Director: Name of the Member Position No. of Meetings Held No. of Meetings Attended Mr. John Arunkumar Diaz * Independent Director NIL NIL Mr. Sumantra Banerjee* Independent Director 2 2 Mr. Anurag Agrawal Promoter Nominee Director 2 2 Mr. Manoj Kumar Narayan Nambiar Managing Director 2 2 Mr. Wilhelmus Marthinus Maria Van Der Beek Nominee Director 2 1 *Mr. Sumantra Banerjee ceased to be the Chairperson of the Corporate Social Responsibility Committee and Mr. John Arunkumar Diaz was appointed as Chairperson of the Corporate Social Responsibility Committee with effect from April 29, 2024. Note: Only covers No. of meetings held in FY 23-24 of Members during their directorship period. 4. Nomination and Remuneration Committee The responsibility of the Nomination and Remuneration Committee of the Board is to oversee that the Company’s nomination process including succession planning for the senior management and the Board and specifically to assist the Board by identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and Independent Directors so that the directors appointed would have appropriate skills to support the functioning of the Company. The Committee recommend the appointment and removal of directors and for approval at the general meeting and evaluate the performance of the Board and review the evaluation’s implementation and compliance and plans for leadership development and also develop and maintain corporate governance policies applicable to the Company. The Committee also reviews the candidature of the Directors and ensures that they are fit and proper as per the guidelines of RBI and Companies Act, 2013. Remuneration Policy: Nomination and Remuneration Committee of the Company also determines the sitting fees to be paid to Non-Executive Directors/ Independent Directors of the Company. In case the Company determines the use of services of the Directors for specific assignments then the Company would compensate the directors additionally for their professional services and such compensation would be determined by the Board after being recommended by the Committee. The compensation payable to the Independent Directors is as decided by the Board, the sum of which does not exceed as per the provisions of the Companies Act, 2013. Composition: • Mr. Ulhas Sharadkumar Deshpande, Chairperson* • Ms. Matangi Gowrishankar, Past Chairperson* • Mr. Rajat Mohan Nag, Member • Mr. Sumantra Banerjee, Member* • Mr. Piyush Goenka, Member • Mr. Vineet Chandra Rai, Member • Mr. Dinesh Kumar Mittal, Member* • Mr. John Arunkumar Diaz, Member* * Mr. Dinesh Kumar Mittal was appointed as member of the Nomination and Remuneration Committee with effect from May 12, 2023. Ms. Matangi Gowrishankar ceased to be the Chairperson of the Committee with effect from January 14, 2024 and Mr. Ulhas Sharadkumar Deshpande was appointed as Chairperson of the Committee with effect from
RkJQdWJsaXNoZXIy NTE5NzY=