D.B.Corp Limited — Board/Management Information 2018

Sep 11, 2018

September 11, 2018

The Manager (Listing - CRD ) BSE Limited DalalSkeet, Mumbai-400001 (F ax 022-22722037 t39161 t41 t3121) The l\4anager (Listing Departmenl) The Nahonal Stock Exchange of lndra Ltd Bandra (East), [4umbai400051 \F ax : 022-26598237 t38l8347/8348)

Dear Sir / [,ladam

Sub.: Disclosure under Regulation 30 read with Part A ot Schedule lll ot SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to re-appointment of di.ectors at the 22'o Annual General Meeting of D. B. Corp Limited held on September 11,2018

Ref.: BSE - Scrip Code: 533'151 -SYMBOL: DBCORP NSE - SYMBOL: DBCORP - Series: EQ

Further lo our NoticeofAnnual General Meetrng ( AGN4 ) dated July 19 2018, wewish to inform you that the 22"d AGN4 of the Company was held on September 11. 2018 at Hotel Planel Landmark 139/1, Ambi-Bopal Road Nr Ashok Vatika Ofi.S G. Road. Ahmedabad, Gujarat - 380 051 We enclose herewrth lhe drsclosure under Regulalion 30 read wth Parl A of Schedule lll of SEBI (Lrsing Ob[gatrons and Drsclosure Requrremenls) Regulatrons. 2015 wrth regards to re'apporniment of directors of the Company.

Krndly take the same on records

Thanking you

Yours faithfully

For O. B. Corp Limited

V

Anrla Gokhale Company Secretary

Encl as above

OISCLOSURE UNOER REGULATION 30 OF SEBI {LISTING OBLIGATIONS AND OISCLOSURE REOUIREMENTS) REGULATIONS. 2015

Re: Re-appointment of Oirectors

Further to our Notice of Annual General l\4eetrng (AGM ) dated July 19 2018 we wish to rnform you that lhe shareholders of the Company at the 22"d AG[,,] hetd on 1]'h September 2018 have approved the:

• . Re-appointment of l\rr. Pawao Agarwal as a Deputy Managing Director
• . Re-appointment of Mr Piyush Pandey and N,4r. Harish Bijoor as lndependent Oirectors of the Company to hold ofrice for second term of 2 consecutive years
• . Re-appointmenl of Mr. Ashwanr Kumar Singhal as lndependent Direclor to hold office for second term of 5 consecutNe years

The details of re-appointment of directors u.der SEBI (Lrsting Obligalrons and Disclosure Requirements) Requlations, 2015 read with SEBI Circular no: CIR/CFD/CIIDI4/ 2015 dated grh Seplember 2015 are given below:

	Details of Events thatt9!9 pl9v1q9d,
	Reason for change vtz.	At 22 'AGI,' held on 11appornlment resrqnalron Seplember 2018 lhe shareholdersremoval. dealh or otheMise of the Company have re-appoinledMr Pawan AgaMal as DeputyIvlanaging Drrector of the Company,trable io r'etrre by rolatron
	(as applic;ble) & term ofapporntmenl:,,.r^i	Date of appornlmenu6e66ali6q I Date of re-appointmenl 31 07 2018Term of re-appointment: 5 yearsI From 31 07 20181o 30 07 2023
-)	iBref profile -O case oiTCiuen oeto*appointment)
fa)	Drsclosure of relatronshipsbetween directors (in case ofqppointment of a drrecto0.	[,4r Pawan Agarwal is related to MrSudhir Agarwal and Mr GirishAg!!{q! Dlrectors of the Compa!f]

Appointmenl of l\4r Pawan Agarwal. Dy Managing Drrector

Harish BrJoor Independenl Directors Appoinlment of l,4r Pryush Pandey and L'!r

Sr No	loDetails of Evenls that needbe provided	lnformalron of such eGnts(s)lnrorI
a)-.)	Reason for change vizapporntment resrgnalron September 2014._	Iz* ectvl rreto onTA'-;;theremoval. dealh or olherwrse shareholders of lhe Companyhave re-appolnted MI PrYUshPandey and l\rr Hansh Bijoor aslndependent Orreclors of lheComoany__.]
f l	Dale of apporntmenvcessation Datel(as app cable) & lerm ofappoinlment-il},{lflutusi @	ofre appoinlmenl01 01 2019Term of re-appornlmenl 2 yearsFrom 01 01 201q to 31 12 2020

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$\mathcal{C}$ )	Brief profile(in case of Given belowappointment)
d)	Disclosure of relationshipsbetween directors (in case ofappointment of a director);	Mr.PiyushPandeyandMr. Harish Bijoor are not relatedto any director of the Company.

Appointment of Mr. Ashwani Kumar Singhal, Independent Director:

Sr. No.	Details of Events that needto be provided	Information of such events(s)
a)	Reason for change viz.appointment, resignation,removal, death or otherwise	$11^{\text{th}}$At 22 nd AGMheldonSeptember.2018.theshareholders of the Companyhave re-appointed Mr. AshwaniKumar Singhal IndependentDirector of the Company
b)	Date of appointment/cessation(as applicable) & term ofappointment:	Dateof the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contracre-appointment:01.01.2019Term of re-appointment: 5 yearsFrom 01.01.2019 to 31.12.2023
C)	Briefprofile(in)οfcaseappointment)	Given below
d)	Disclosure of relationshipsbetween directors (in case ofappointment of a director);	Mr. Ashwani Kumar Singhal is notrelated to any director of theCompany.

BRIEF PROFILE OF DIRECTORS:

Name of the Director	Mr. Pawan Agarwal
DIN	00465092
Date of Birth / Age	31 st July, 1974 / 43 years
Date of original appointment	10 th December, 2005
Terms and conditions ofappointment	To be appointed as Deputy Managing Director, whosedirectorship shall be liable to retirement by rotation, aswell.
Areas of Expertise	Mr. Pawan Agarwal has been on the Board sinceDecember 2005. He holds a Bachelor's degree inIndustrial Engineering from Purdue University, USA andhas also attended a programme on Leadership's BestPractices at Harvard University. He provides direction toproduction and the information technology strategydepartment. Besides, he drives / guides radio and DigitalMedia business of the Group.
	He has been awarded by the Prime Minister for hiscontribution to Indian language journalism and also byEnterprise Asia as one of the outstanding entrepreneurs ofAsia-Pacific, 2010.
Educational Qualifications	Bachelor's Degree in Industrial Engineering, USA

Companies in which he holdsDirectorshipOther listed Companies in whichhe holds Directorship	1.Regency Agro Products Private Limited$\overline{2}$ .Shourya Diamonds Limited3.I Media Corp Limited4.India Interactive Technologies Limited5.D B Power Limited6.D. B. Corp Limited7.DB Power (Chhattisgarh) Limited8.DB Power (Madhya Pradesh) Limited9.Bhaskar News Media Limited10.Delight Minings Private Limited11.Dynamic Infraventure Private Limited12.Diliigent Power Private Limited13.D B Microfinance Private Limited14.Bhaskar Industries Private Limited15.Diligent Pinkcity Center Private Limited16.JGB Builders Private Limited17.Writers And Publishers Private Limited18.Decore Thermal Power Private Limited19.DB Consolidated Private Limited (formerly knownas Peacock Trading & Investments PrivateLimited)Nil
Membership / Chairmanship ofBoard Committees	Chairmanship:D B Power Limited:1. Corporate Social Responsibility Committee2. Nomination and Remuneration CommitteeDiliigent Power Private Limited:1. Corporate Social Responsibility CommitteeMembership:D. B. Corp Limited:1. Executive Committee2. Compensation CommitteeStakeholders Relationship Committee3.4. Corporate Social Responsibility Committee
Shareholding	78,95,513 equity shares
Relationship with other Directorsand KMPs	Mr. Pawan Agarwal is the brother of Mr. Sudhir Agarwaland Mr. Girish Agarwal. Except the aforesaid, none of theother Directors or KMPs is related to Mr. Pawan Agarwal.
No. of board meetings attendedduring FY 2017-18	3
Remuneration sought to be paid	Rs. 1,00,00,000/- p.a.
Remuneration last paid	Rs. 60,00,000/- p.a.

Name of the Director

Mr. Piyush Pandey

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DIN	00114673
Date of Birth	5 th September, 1955 / 63 years
Date of Appointment	28 th November, 2007
Areas of Expertise	Mr. Piyush Pandey (63 years) is the non-executiveIndependent Director of the Company. He has been on theBoard of the Company since November 28, 2007. He hasover 35 years of experience in advertising, all with Ogilvyand Mather India. He is the only Indian to have won threeGrand Prizes at the London International AdvertisingAwards. He was awarded the Clio Lifetime AchievementAward in 2012 and the Padmashri in 2016 in recognition ofhis distinguished service in the field of advertising andcommunication - the first Indian to be awarded in this field.He published his first book 'Pandeymonium' in 2015. Mr.Piyush Pandey has been awarded the Lion of St. Mark atthe International Festival of Creativity at Cannes 2018.
Educational Qualifications	Master's Degree in Arts
Companies in which heholds Directorship	1. D. B. Corp Limited2. Ogilvy & Mather Private Limited3. Brand David Communications Private Limited4. Soho Square Advertising & Marketing CommunicationsPrivate Limited5. Quintessentially Lifestyle Services (India) Private Limited6. Pidilite Industries Limited
Membership/Chairmanshipof Board Committees	D. B. Corp Ltd.:Compensation Committee - MemberAudit Committee - Member
Shareholding	NIL
Relationship with otherDirectors and KMPs	NIL
Remuneration sought to bepaid	The Company does not pay any remuneration to itsIndependent Directors

Name of the Director	Mr. Harish Bijoor
DIN	01640485
Date of Birth	$3rd$ June, 1961 / 56 years
Date of Appointment	28 th November, 2007

Areas of Expertise	Mr. Harish Bijoor started his career with Hindustan LeverLimited (formerly known as Brooke Bond Lipton IndiaLimited). Currently, he is a brand-thinker and practitioneroperating out of Bengaluru, India. He runs a unique boutique-consulting outfit branded 'Harish Bijoor Consults Inc.' Mr.Harish Bijoor has spent his career across the aggressiverealms of FMCG, Telecom and Consumer Durables. He hasalso served at Zip Telecom Ltd. and Tata Coffee Limited invaried roles in the senior management. He is an activemember of different coffee forums including the Coffee Boardof India. Besides, he was an active member of the sub-committee on plantations of the Planning Commission.
Educational Qualifications	Masters in Political Science
Companies in which heholds Directorship	D. B. Corp Limited
Membership/Chairmanshipof Board Committees	NII
Shareholding	NIL
Relationship with otherDirectors and KMPs	NIL
Remuneration sought to bepaid	The Company does not pay any remuneration to itsIndependent Directors

Name of the Director	Mr. Ashwani Kumar Singhal
DIN	01973769
Date of Birth	31 st October, 1961 / 56 years
Date of Appointment	28 th November, 2007
Areas of Expertise	Mr. Ashwani Kumar Singhal has been on the Board of theCompany since November 2007. He has over 30 years ofexperience in non-ferrous metallurgical industry and ispresently handling the global sourcing of raw materials for hisbusiness in manufacture of Aluminum Deox & FerroAluminum for the steel industry. He is the founder-director ofthe Metal Recycling Association of India and has served asthe District Chairperson - Sight First Coordinator of 'TheInternational Association of Lions Clubs District 323 A3'Mumbai, India, 2015-16.
Educational Qualifications	Bachelor's Degree in Commerce (Hons)
Companies in which he holdsDirectorship	1. D. B. Corp Limited2. D B Power Limited3. DB Power (Madhya Pradesh) Limited

Membership/Chairmanship ofBoard Committees	1. D. B. Corp Limited:Audit Committee - ChairmanNomination & Remuneration Committee - ChairmanCompensation Committee - ChairmanCorporate Social Responsibility Committee - Chairman2. D B Power Limited:Audit Committee - MemberNomination & Remuneration Committee - Member3. DB Power (Madhya Pradesh) Limited:Audit Committee - MemberNomination & Remuneration Committee– Member
Shareholding	NIL
Relationship with otherDirectors and KMPs	NIL
Remuneration sought to bepaid	The Company does not pay any remuneration to itsIndependent Directors

For D. B. Corp Limited

Anita Gokhale Company Secretary