Board Independence
The Independent Directors have
submitted their Declarations
of Independence, confirming
compliance with the independence
criteria prescribed under Section
149 of the Companies Act, 2013,
and Regulation 16 of the SEBI
Listing Regulations. In line with SEBI
requirements, at least half of the
Board comprises of Independent
Directors, a requirement that the
company continues to fully meet.
There have been no changes
affecting the independence
status of these Directors during
the year. The Board includes four
Independent Directors, whose
detailed profiles are laid out in the
Corporate Governance Report,
highlighting their extensive
professional experience. The Board
affirms that the Independent
Directors are individuals of high
integrity, repute and expertise in
their respective fields.
Board Participation
The Board oversees the Company's
performance and guides strategic
decision-making by evaluating key
operational areas, including risk
management, sustainability and
stakeholder relationships. It meets
regularly to review progress and
provide direction, with a strong
attendance rate of approximately
91.44% in FY 2025-26, reflecting
active engagement.
The senior management periodically
briefs the Board on critical business
matters, and an annual dedicated
meeting is held to review and
approve the business plan for
the forthcoming year. The Audit
Committee and the Board review
and approve all related-party
transactions, seeking shareholder
approval wherever required.
All such transactions are conducted
at arm's length and in full
compliance with the Companies Act,
2013, and SEBI Listing Regulations,
with relevant disclosures provided
in the financial statements section
of the Integrated Annual Report
2025-26.
Directors are kept well informed
through regular updates from the
senior management and frequent
interactions with the Adani
Group's management, enabling the
sharing of best practices and key
developments. The Nomination
and Remuneration Committee
steers succession planning, while
the Board, through its various
committees, ensures alignment
with ESG priorities. Regular updates
on project performance and
significant developments are sought
across the organisation to support
effective oversight.
| Name and
DIN of Directors |
Category |
No. of Other
Directorships Held
in Indian Public
Companies |
Committee Positions
in India |
|
|
|
Chairperson |
Member |
Mr. Karan Adani
Chairman,
(DIN 03088095) |
Non-Executive,
Non-Independent |
3 |
0 |
0 |
Mr. Vinay Prakash
(DIN 03634648) |
Non-Executive,
Non-Independent |
4 |
0 |
1 |
Mr. Vinod Bahety
(DIN: 09192400) |
Whole-Time Director & CEO |
3 |
0 |
4 |
Mr. Sandeep Singhi
(DIN: 01211070) |
Non-Executive,
Independent |
2 |
3 |
0 |
Mr. Nitin Shukla
(DIN: 00041433) |
Non-Executive,
Independent |
3 |
3 |
3 |
Mr. Rajeev Agarwal
(DIN: 06449636) |
Non-Executive,
Independent |
5 |
7 |
7 |
Ms. Shruti Shah
(DIN: 08337714) |
Non-Executive,
Independent |
5 |
3 |
10 |
Board Effectiveness
The Board remains clearly focused
on ACC's long-term objectives,
ensuring that its actions remain
aligned with stakeholder
expectations. It places strong
emphasis on strategic direction, risk
management, financial performance,
shareholder engagement and
sustainability to deliver enduring
value. By thoroughly overseeing
ACC's strategy execution, risk
evaluation and transparent financial
communication, the Board upholds
openness, robust disclosures and
responsiveness to shareholder
concerns.
The Board prioritises long-term
value creation and manages
environmental and social impacts
while adhering to the highest
ethical standards. The Board also
plays a pivotal role in assessing the long-term implications of decisions,
optimising resource utilisation and
fostering a culture of integrity,
supported by robust measures to
prevent corruption and unethical
practices as well as maintain strong
governance across the organisation.
Board Evaluation
The Company has instituted
a formal process to evaluate
the performance of the Board,
its Committees and individual
Directors, including the Chairman.
The structured assessment covers
Board composition, Committee
effectiveness, competencies,
fulfilment of responsibilities,
contribution to deliberations
and governance effectiveness.
An independent external agency
facilitated the process through one-on-one interactions with
Board members, covering
fiduciary responsibilities,
strategic involvement, leadership
effectiveness, organisational health
and Board capability. The outcomes
are reviewed by the Independent
Directors and the Board to identify
improvement areas.
Board Remuneration
The Directors' Remuneration Policy
governs the remuneration of the
board members in accordance with
applicable laws and regulations.
It ensures that the level and
structure of Directors' remuneration
are appropriate, transparent
and fully aligned with prevailing
regulatory requirements.
