Page 23 - TCE Annual Report 2024-2025

Overview Leadership Messages Governance Strategic Insights Business Review People & Community

Number Whether Number of Number of Directorship
of Board attended Directorships Committee positions in other
Meetings last AGM in other Public held in other Public Listed Entity
Name of the Director (DIN) Category attended held on Companies as on Companies as on (Category of
during FY June 14, March 31, 2025 March 31, 2025 Directorship)
2024- 2024 as on March
2025 (Yes/No) Chairman Member Chairman Member 31, 2025
Mr. L KrishnaKumar, Non-Independent,
Chairman Non- Executive 8 Yes 0 2 2 1 1
#
(DIN 00423616)
Dr. Alka Mittal* Non- Executive, 7 Yes 0 0 0 0 0
(DIN 07272207) Independent
Ms. Anjali Kulkarni** Non-Independent, 1 NA 0 3 1 1 0
(DIN 06993867) Non- Executive
Dr. Kamlesh Nilkanth Vyas*** Non- Executive, 4 NA 0 0 0 0 0
(DIN 07477510) Independent
Mr. Amit Sharma Non-Independent,
Managing Director & CEO Non- Executive 8 Yes 1 1 0 0 0
(DIN 03212568)
# Mr. L Krishnakumar, Non-Executive Non-Independent Director was appointed as the Chairman of the Company w.e.f. April 22, 2024.
*Dr. Alka Mittal has been appointed as an Additional Director, (Independent Category) w.e.f. April 23, 2024 and subsequently regularized on June 14, 2024
**Ms. Anjali Kulkarni ceased from the office of directorship of the Company due to resignation w.e.f. April 30, 2024 (closure of business hours)
*** Dr. Kamlesh Nilkanth Vyas has been appointed as an Additional Director, (Independent Category) w.e.f August 09, 2024

• Governance: Experience in developing robust The Company pays remuneration to its Managing
governance practices, serving the best interests Director and employees through a combination
of all Stakeholders, upholding Board and of salary, benefits, perquisites, and allowances,
management accountability, building long- comprising both fixed and variable components.
term effective stakeholder engagements and Annual increments, effective from April 1 each year, are
promoting strong corporate ethics and values. recommended by the Nomination and Remuneration
Committee within the salary scales approved by the
• Financial Expertise: Proficiency in financial Board and, where applicable, the Members.
management, financial reporting process,
budgeting, treasury operations, audit and capital The Board of Directors, on the recommendation of the
allocation. Ability to monitor the effectiveness of Nomination and Remuneration Committee, decides the
the risk management framework and practices. Annual Bonus payable to the Managing Director, and
the commission payable to the Non-Executive Directors
• People Management: Experience in developing from the profits for the financial year.
talent, planning succession and leading change
initiatives to drive long-term growth. Strong The Annual Bonus and Commission are decided within
understanding of business management, and the ceilings prescribed under the Act, based on the
workplace health and safety. Board evaluation process considering the criteria such as
the performance of the Company as well as that of the
Nomination and Remuneration Committee - Managing Director and each Non-Executive Director.
Other Details The Company pays sitting fees of Rs. 40,000 per meeting
to its Non-Executive Directors (not in Tata employment)
Remuneration Policy for attending meetings of the Board and its Committees.
The Remuneration Policy of the Company is designed In addition, the Company proposes to pay commission
to create a high-performance culture. It enables the to the Non-Executive Directors, within the overall ceiling
Company to attract, retain and motivate employees of 1% of the Company’s net profits, as calculated in
to achieve results. Our business model promotes accordance with the applicable provisions of the Act,
customer-centricity and requires employee mobility subject to approval by the Members.
to address project needs. In each country where the
Company operates, the Remuneration structure is The commission is determined annually by the Board of
tailored to the regulations, practices and benchmarks Directors on recommendation of the Nomination and
prevalent in the industry. Remuneration Committee.

Engineering Excellence, Enabling Growth | 23