Beardsell Limited — Board/Management Information 2019

Oct 21, 2019

Regd. Office: 47, Greams Road, CHENNAI - 600 006. (INDIA) : 2829 32 96, 2829 09 00 Tel : 33AAACB1429P2ZP GSTIN CIN No. : L65991TN1936PLC001428 E-mail : ho@beardsell.co.in Website: www.beardsell.co.in 21st October, 2019

Sec: October 2019: 2019

The Listing Manager, National Stock Exchange of India Limited, Exchange Plaza Bandra Kurla Complex, Bandra (E) Mumbai-400 051 Scrip Code: BEARDSELL

The Listing Manager BSE Limited Registered Office : Floor 25 P J Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 539447

Dear Sir,

Sub: Outcome of the Board Meeting - $21st$ October, 2019 - Reg.

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We are pleased to inform you that the Board of Directors at its Meeting held today (21st October, 2019), which commenced at 3.30 P.M and concluded at 5.25 P.M., have considered and approved the followings:

• $\bullet$ Induction of Mr Rammohan Anappathur Vanchi as an Additional Independent Non-Executive Director
• Induction of Mr V J Singh as an Additional Non-Executive Director
• Induction of Mr R Gowrishanker as an additional Non-Executive Director
• Reconstitution of Committees as per the details given below:

1)	AUDIT COMMITTEE:
	Mr R Gowri Shanker	Non-executive Director
	Mr A V Ram Mohan	Non-Executive Independent Director
	Mr Gurram Jagannatha Reddy	Non-Executive Independent Director
2)	Nomination Remuneration committee
	Mrs Jayasree Anumolu	Non-executive Director
	Mr A V Rammohan	Non-Executive Independent Director
	Mr V J Singh and	Non-executive Director
	Mr Gurram Jagannatha Reddy	Non-Executive Independent Director
3)	Corporate Social Responsbility Committee
	Mrs Jayasree Anumolu	Non-executive Director
	Mr V J Singh	Non-executive Director
	Mr Gurram Jagannatha Reddy and	Non-executive Independent Director
	Mr Amrith Anumolu	Executive Director

Chairman of the Board

Mr R Gowri shanker Non-Executive Director appointed As Chairman of the Board

Kindly take on record the above intimation

Thanking you, Yoursfaithfullly, For BEARDSELL LIMITED

K MURALI Company secretary BRANCHES: AHMEDABAD - BANGALORE - CHENNAI - COIMBATORE - HYDERABAD - KOCHI MUMBAI - NEW DELHI - VISAKHAPATNAM

Regd. Office: 47, Greams Road, CHENNAI - 600 006. (INDIA) Tel : 2829 32 96, 2829 09 00 GSTIN : 33AAACB1429P2ZP CIN No. : L65991TN1936PLC001428 E-mail : ho@beardsell.co.in Website: www.beardsell.co.in

	BRIEF PROFILE OF Mr R Gowrishanker
Name of The Director	Mr. RAMASWAMY GOWRISHANKER,
Father's Name	Sri G Ramasamy
Nationality	Indian
Date of Birth	01/07/1956
Address	4/241, MGR Salai,
	Palavakkam,
	Chennai - 600 041
PAN NUMBER	AADPG0323M
DIN NUMBER	00104597
Date of Appointment ( with effect from )	21/10/2019
Designation	Director (Non-Executive)
For a period of	Liable to retire by rotation
	Mr Gowri Shanker is a well-qualified technical andentrepreneurial professional with a distinguished
	management career leading the technology and
	operations of multi-million dollar organizations. He
	holds M.S. Degree in e-commerce from Carnegie
	Mellon University, M.S. in Industrial Engineering from
	University of Texas, M.B.A from University of Chicago
	and B.Tech in Chemical Engineering from IIT, Madras.
	He has rich experience with Multinational Companies
	such as AT & T, Fedex & Holiday Inns in the US and
	has had leadership roles in several entrepreneurial
	ventures.

Regd. Office: 47, Greams Road, CHENNAI - 600 006. (INDIA) : 2829 32 96, 2829 09 00 Tel GSTIN : 33AAACB1429P2ZP CIN No. : L65991TN1936PLC001428 E-mail : ho@beardsell.co.in Website : www.beardsell.co.in

BRIEF PROFILE OF Mr V J Singh
Name of The Director	Mr. V J Singh,
Father's Name	Sri VELU
Nationality	India
Date of Birth	12/02/1952
Address	1/3, Teppakula Street,
	Subramaniapuram,
	Palayam Kottai,
	Thirunelveli - 627 002
PAN NUMBER	AYEPS0759E
DIN NUMBER	03129164
Date of Appointment ( with effect from )	21/10/2019
Designation	$\alpha_{\lambda}$Director (Non-Executive)
For a period of	Lilable to by retireby rotation
	Sri. V.J. Singh is an M.A in Economics fromMadras University and he secured $7th$ Rank in theUniversity at graduation level, holding the firstclass in B.A Economics which was a rarity in1970s. Sri. V.J. Singh joined LIC as a DirectRecruit Officer in the year 1977. The importantassignments he held were, Marketing Manager ofAurangabad Division, Sr. Divisional Manager ofTirunelveli Division and Regional Manager ofthe combined heaviest portfolio of Estates andOffice Services of the Western Zone, Mumbai.Subsequently he held the post of RegionalManager (E&OS) of Southern Zone, Chennai.On his elevation to the cadre of ExecutiveDirector, he took charge as Principal, SouthernZonal Training Centre, Chennai.Mr V.J. Singh retired from the services of LIC of India inFebruary 2012.

BRANCHES: AHMEDABAD - BANGALORE - CHENNAI - COIMBATORE - HYDERABAD - KOCHI MUMBAI - NEW DELHI - VISAKHAPATNAM

Regd. Office: 47, Greams Road, CHENNAI - 600 006. (INDIA) : 2829 32 96, 2829 09 00 Tel GSTIN : 33AAACB1429P2ZP CIN No. : L65991TN1936PLC001428 E-mail : ho@beardsell.co.in Website: www.beardsell.co.in

	BRIEF PROFILE OF Mr A V Rammohan
Name of The Director	Mr Rammohan Anappathur Vanchi
Father's Name	Mr A V Krishnamurthy
Nationality	India
Date of Birth	06/04/1952
Address	D2, Cee Bros Apts, 161 St mary's Road
	Raintree Hotel
	Teynampet
	Chennai -600018
PAN NUMBER	AEQPR1418F
DIN NUMBER	02093767
Date of Appointment ( with effect from )	21/10/2019
Designation	Director ( Non-Executive - Independent)
For a period of	For period of Five Years
Profile	As per Attachment enclosed

Fer BEARDSELL LIMITED. $\star$ EA K.MURALI Company Secretary

ANNEXURE

A V Ram Mohan

avrammohan@gmail.com +91 91766 57512

Education:

• IIT, Kharagpur, B Tech, first class honours degree, $\bullet$
• IIM Ahmedabad, PGDM, Government Scholar, $\bullet$
• National Merit Scholarship and other academic distinctions

Work Experience:

• 1. Since August 2008, Founder/Director of Alter-Ego Management Consulting P Limited, providing result focused and impactful consulting services to a variety of clients in the IT/BPO and manufacturing Sectors. More than 35 assignments completed till date for several clients, including the following examples:
  • Represent a large PE fund to protect their investment in a Distribution, Logistics and Infrastructure company, with Rail/Road and Port network: an active Board membership with contributions to the strategic and operational aspects of the business.
  • Hands-on management till their subsequent sell-off of two manufacturing and packaging companies, including the process of buyer identification and negotiations.
  • Organisation restructuring, design and implementation of MIS and Performance review process, and on-going monitoring of progress by active participation in the reviews
  • Manufacturing Strategy advice for an automotive two wheeler $\bullet$ manufacturer, including choice of location based on criteria.
  • Marketing and Product Design advice for a machine-to-machine communications manufacturer
  • Strategic advice on a potential acquisition in the consumer appliances industry, including negotiations strategy.
  • Advice on financial and management aspects to a coastal shipping company in distress situation.
  • Strategic advice to the top management at the MD and CEO levels on all aspects of the organization: people issues, revised roles and performance gaps, strategic issues including M and A.
  • Board Level advice and guidance for an IT company engaged in eprocurement services on a SaaS model
  • Profit Improvement Plan with Product and Manufacturing strategy for a multi location MNC in India.
  • Strategic advice and divestment negotiations among partners in an electrical component company
  • Leadership mentoring services for the management team of a British BPO with specialized data and voice services

• Hands-on operational advice and performance improvement plans for an entertainment service provider
• Corporate restructuring and divestment effort at a bio-mass power plant operator
• 1. Chairman of the Board of C1 India P Limited a leading provider of eprocurement services in a SaaS model, since March 2011 till 2015, engaged in guiding and directing the CEO of the company.

1. 2000 Jan till August 2008: IT and BPO experience in the Top Management role like Group President/COO/President/Senior Vice President in Mastek Limited. Sify/ Satyam Computers, Infotech Enterprises; highlights of these roles are:

• . Initiating and implementing the BPO project for Satyam Computers, in all respects: service offerings definition, marketing, delivery team creation and investor relations.
• Extensive changes to the corporate organization structure,
• improvement to the cost structure, $\bullet$
• substantial improvements to process rigor and robust performance review processes
• Acquisition and integration of Tele Atlas, Noida delivery center into our division; a complex operation performed very smoothly.
• Extensive client relationships at the top management level with Tele Atlas, a global leader in Car Navigation Systems Data.
• Introduction of a global delivery model, with common delivery roles across the locations.
• Increased top line revenue by about 60% and bottom line by about 20% in one year
• Closure of large value deals with marquee clients.
• Focused, predictable and best performing division within the company.
• New service offerings, new markets and territories opened up.
• Setting up the BPO project of Satyam, now called Nipuna, from Recruitment and implementation of the delivery team and systems
• Led the creation of several innovative B to B e Commerce sites, including $\bullet$ Auto Webex, with interaction with C level users in India; built up an excellent team with extensive skills in B to B, and was considered a pioneer in this field.

1. April 1976 till Dec 1999: comprehensive experience in the Automotive and Manufacturing industries both in Profit Centre roles and in Strategic Planning and Consuting Roles.

a. Extensive profit center management experience in the Engineering industry, with excellent turn around, acquisition, new project implementation experience in the following positions:

• President, Rane Brake Linings Limited

• Vice President Ceramics, EID Parry India Limited
• President Rambal Limited

All of these positions reported to the MD/ Board, with multiple plant locations, over 1000 manpower and foreign collaborations; major achievements include:

• Acquisition and turn around of medium sized engineering companies
• Turn around of Falcon Gulf Ceramics Limited
• Substantial profit improvement in all divisions/companied headed by me
• Implementation of Ceramic wall tiles project with Italian technology; and other new projects.
• Implementation of excellent processes and systems, and induction of good talent across the board.

b. First class management consultancy and corporate strategy experience in the following positions:

• AFFerguson & Co, as Manager with clients like Bharat Forge, Automotive Axles, Lucas TVS, Kinetic Engineering, Sundaram Clayton etc
• Ashok Leyland Limited, as Asst Manager, Corporate Planning. Assignments in this phase include the following:
  • Make or buy decisions on engines, gear boxes, rear axles etc for commercial vehicles
  • Manufacturing strategy for multiple plant locations and substantial capacity expansion
  • Product cost engineering, for cost estimation, vendor price negotiations and new product concepts
  • Market research for commercial vehicles, industrial and marine engines
  • Dealer development studies for weak market areas, including new dealer identification
  • Design of management information systems for large auto component companies involved in forgings, brake systems, auto electricals, rear axle assemblies, brake linings etc
  • Manufacturing of commercial vehicle cabs: with modern presss shop, assembly and painting.
  • Many new project evaluations, both technical and financial, including $\bullet$ corporate presentations to the Board.

Excellent contribution to conceptual clarity in many client situations, design of effective MIS for top management situations, strategies for multi plant manufacturing, in depth market surveys, financial analysis of new project options etc are some of my take aways.

Personal:

Married, two young adult children with professional background.

Extensive interest in current business and economics thought, readings include NYT/ FT/ Bloomberg/ selective blogs/obituaries/history/biography; Admirer of Len Deighton, Loren Estleman and Elmore Leonard for fiction writing. Have contributed occasional articles (Business Line) and lectures in Nasscom / ACME.

A mature, international outlook, effective combination of the big picture with details orientation, International exposure, professional working habits, intensely focused on carefully selected/ limited outcomes, high degree of delegation, highly impactful engagements.