properly recorded in the minutes and follow up actions on the decisions are tracked and properly implemented. The terms of reference/charters are amended and updated from time to time in order to keep the functions and role of the Board and its Committees at par with the evolving statutes. Meeting effectiveness is ensured through a detailed agenda, circulation of materials in advance and as per statutory timelines, detailed presentations at the Meetings and systematic tracking of action taken reports at every Meeting. Additionally, based on the agenda, Meetings are attended by Members of the senior leadership as invitees, which bring in the requisite accountability and also provide developmental inputs.
The Board plays a critical role in the strategy development of the Company. To enable the Board to discharge its responsibilities effectively and take informed decisions, the Managing Director apprises the Board on the overall performance of the Company every quarter. Amongst other things, the Board also reviews the compliance reports of the laws applicable to the Company, internal financial controls and financial reporting systems, adoption of quarterly/half-yearly/annual results, and minutes of the Meetings of the Committees of the Board. In addition to the information required under Regulation 17(7) read with Part A of Schedule II to the SEBI Listing Regulations, which is required to be placed before the Board, the Directors are also kept informed of significant developments and major events.
This holistic framework ensures that the Board remains proactive, transparent, and effective in steering the Company toward its long term objectives. It reinforces the Board’s ability to anticipate challenges, uphold accountability, and provide strategic direction that safeguards stakeholder interests.
Independent Directors play a pivotal role in reinforcing corporate governance by providing oversight on internal controls, financial reporting, and risk management. Their independent judgment and strategic counsel enhance transparency and accountability, thereby contributing to the Company’s long-term value creation and sustainability. By bringing an objective perspective to Board deliberations, they help balance economic, individual, and social interests, ensuring that business decisions are aligned with ethical standards and stakeholder expectations.
As on date, the Company has five (5) Non-Executive Independent Directors, constituting half of the total Board strength. Their appointments are in accordance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee (NRC) plays a key role in identifying suitable candidates for appointment as Independent Directors. This is done through a well-defined process that considers criteria such as integrity, expertise, experience, and board diversity in terms of skills and backgrounds. Based on its assessment, the NRC recommends the candidates to the Board for approval.
The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in the Act and the SEBI Listing Regulations and are independent of the Management.
Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’).
50 Annual Report 2025-2026 | 125