Page 175 - Hitachi IR 2025

The composition of the Audit Committee as on March 31, 2025 and the attendance of members at the
Meetings held during the financial year 2024-25 were as follows:
Members of the Committee Designation No. of Meetings
Held Attended
Mr. Mukesh Butani Chairman, Independent Director 4 4
Ms. Akila Krishnakumar Independent Director 4 4
Ms. Meena Ganesh Independent Director 4 4
Mr. Nuguri Venu Managing Director and CEO 4 4
Mr. Poovanna Ammatanda, General Counsel, Company Secretary and Compliance Officer is the Secretary
to the Audit Committee.
The gap between the two Audit Committee Meetings did not exceed 120 days and the Meetings were
conducted in compliance with all applicable laws. The necessary quorum was present for all the Audit
Committee Meetings.
4. •
NOMINATION AND REMUNERATION (NRC) COMMITTEE:
(i) Terms of Reference:
The terms of reference and role of the Nomination and Remuneration Committee are as per the provisions
of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations which includes formulating
the criteria to:
• Determine qualifications, positive attributes and independence of a director and recommend to the
Board a Policy, relating to the remuneration of the directors, KMP and other employees.
• For every appointment of an Independent Director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an Independent Director.
The person recommended to the Board for appointment as an Independent Director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
(a) use the services of an external agency, if required;
(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(c) consider the time commitments of the candidates.
Evaluation of performance of Independent Directors and the Board.
Devising a policy on Board diversity.
• Identifying persons who are qualified to become directors and who may be appointed in Senior
Management in accordance with the criteria laid down and recommend to the Board their appointment
and removal.
• Recommending to the Board on remuneration, Performance Bonus etc., payable to the Executive
Director(s) / Managing Director, Commission payable to Independent Directors.
Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
The Policy is framed by the Nomination and Remuneration Committee and approved by the Board. The terms
and conditions of appointment are disclosed on the website of the Company at: https://www.hitachienergy.
com/in/en/investor-relations/board-of-directors.
(ii)  Composition, Name of Members & Chairperson, Meetings held during the Financial Year and Attendance
at Meetings:
The Nomination and Remuneration Committee presently consists of three Non-Executive Directors, two
being Independent. The Chairman is a Non-Executive and Independent Director.
During the financial year under review, 2 meetings were held on May 21, 2024 and August 21, 2024.
•
•
Integrated Annual Report 2024-25
173