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Name of the
Director
Director
Identi-
fication
Number
Director
Category
No. of
Board
Meetings
attended
in the year
Attend-
ance
(%)
Attend-
ance
at the
last
AGM
Directorships
(1)
Committee
positions
(2)
Holding
in shares
and other
convertible
instruments
Chairman Member Chairman Member
Mr Cyrus Mistry
(3) (4)
00010178 Non-Executive,
Chairman
7
100
Yes
10
-
-
-
15,855 Ordinary
Shares
Mr Natarajan
Chandrasekaran
(5)
00121863 Non-Executive,
Chairman
3
100
NA
6
-
-
-
-
Mr Nusli Wadia
(4) (6)
00015731 Non-Executive,
Independent
6
86
Yes
4
4
-
-
1,000 Ordinary
Shares
Dr R A Mashelkar
00074119 Non-Executive,
Independent
9
90
Yes
-
6
1
3
-
Mr S Bhargava
(7)
00035672 Non-Executive,
Independent
9
100
Yes
3
5
1
4
-
Mr N Munjee
00010180 Non-Executive,
Independent
9
(8)
90
Yes
2
8
5
1
-
Mr V K Jairath
00391684 Non-Executive,
Independent
10
100
Yes
-
7
3
5
-
Ms Falguni Nayar
00003633 Non-Executive,
Independent
9
90
Yes
-
9
1
5
-
Mr Om Prakash Bhatt
(9)
00548091 Non-Executive,
Independent
NA
NA
NA
-
4
2
3
-
Dr Ralf Speth
03318908 Non-Executive
10
100
Yes
-
2
-
-
-
Mr Guenter Butschek 07427375
CEO and
Managing Director
9
(8)
90
Yes
-
1
-
1
-
Mr Ravindra Pisharody 01875848 Executive Director
(Commercial
Vehicles)
10
100
Yes
-
5
-
2
-
Mr Satish B Borwankar 01793948 Executive Director
(Quality)
10
100
Yes
1
2
-
1
500 Ordinary
Shares
(1) Excludes Directorships in private companies, foreign companies, Section 8 companies and alternate directorships.
(2) Includes only Audit and Stakeholders’ Relationship Committees.
(3) Resigned as the Non-Executive Chairman and Director of the Company with effect from December 19, 2016.
(4) Number of Directorships, Committee positions and shareholding details are as on the date of cessation as director.
(5) Appointed as an Additional Director and Non-Executive Chairman of the Company with effect from January 17, 2017.
(6) Removed as an Independent Director by the Shareholders at the Extraordinary General Meeting of the Company held on December 22, 2016.
(7) Retired on March 29, 2017, upon attaining the age of 75 years in accordance with the Company’s Governance Guidelines on Board Effectiveness.
(8) Excludes 1 meeting attended via audio conference facility.
( 9) Appointed as a Non-Executive Independent Director of the Company with effect fromMay 9, 2017 and disclosures above are as on date.
The Company actively uses the facility of video conferencing permitted
under Section 173(2) of the Act read together with Rule 3 of the
Companies (Meetings of Board and its Powers) Rules, 2014, thereby
saving resources – cost to theCompany and valued time of theDirectors.
Independent Directors’ Meeting:
As per Regulation 25(1) of the
SEBI Listing Regulations, none of the Independent Directors serves
as Independent Directors in more than 7 listed entities and in case
of whole-time directors in any listed entity, then they do not serve
as Independent Directors in more than 3 listed entities. During the
year 3 Meetings of Independent Directors were held on November
14, 2016, December 12, 2016 and March 30, 2017, the attendance
whereat is as follows:
Composition
Meetings attended Attendance (%)
Mr Nusli Wadia
(1)
2
100
Dr R A Mashelkar
2
67
Mr Nasser Munjee
2
(2)
67
Mr Subodh Bhargava
(3)
2
100
Mr Vinesh Kumar Jairath
3
100
Ms Falguni Nayar
3
100
(1) Removed as Independent Director by the Shareholders at the Extraordinary
General Meeting of the Company held on December 22, 2016.
(2) Excludes 1 meeting attended via audio conference facility.
(3) Retired in accordance with the Company’s Governance Guidelines on Board
Effectiveness on March 29, 2017, upon attaining the age of 75 years.
Notice
Board’s Report
Management Discussion & Analysis
Corporate Governance Report
Business Responsibility Report
171