Exide Industries Ltd. — Board/Management Information 2019

Apr 30, 2019

Ref no.: EIL/SEC/2019-20/ 11

Date: 301 h/\pril, 2019

rheecretary	The Secretary
IThe Calcutta StockExchange Limited	BSE Limited
7 L~ ons Range	Phirozc JccjecbhoyTov. crs
Kolkata - 700 00 I	Dalaltree!. Mumbai -400 00 I
CSE Scrip Code:15060 & 10015060	BSE Scrip Code:500086
Theccrctary	--------	--~
ationaltock Exchange of IndiaLimited
IExchange Plaza. 5th Floor,
Plot no. C/ 1, GBlock
Bandra-Kurla Complex.Bandra (E).
Mumbai -400 051
SEymbol: EXIDEIND_	_______ ._ _______________ _,

Dear Sir,

Re: Outcome of Board Meeting held on 30th April, 20 t 9

This is to inform you that the Board or Directors or the Company al its meeting held today i.e. 30th /\pril. 2019 has inter alia taken the following decisions:

• I. The Sc, cnt)-second (72nd) Annual General Meeting (AGM) of the Members of the Company will be held on Saturday, 3rd August, 20 19 al I 0.00 a.m. at Kala Mandir, 48. hakespeare Sarani, Kolkata - 700 0 17.
• 1. The Board o fDirectors have recommended final dividend o f Re. 0.80 (i.e. 80%) per equity share of Re. 1/- each fully paid up of the Company. Final dividend on equity shares. if declared at the Annual General Meeting (AGM) of the Members of the Company to be held on 3rd August. 2019 will be credited / dispatched within 30 days of declaration.
• 1. Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulation . 20 15. the Register of Members and Share T ransfer Books or the Compan) \ill remain closed from Saturday. 27th July, 2019 to Saturday. 3rd August, 2019 (both days inclusive) for the purpose o fpayment of dividend.
• 1. Based o n the recommendation of the omination and Remuneration Committee and subject to approval of the hareholders o fthe Company, the Board has re-appointed Mr. Gautam Chatterjee (DIN 00012306) as Managing Director and Chief Executive Officer (MD & CEO) of the Company for a further period of 2 (two) years beginning from 151 May, 2019 till 30th April. 202 1. llispresent term will expire on 30th April 20 19.

Mr. Gautam Chatterjee holds a Bachelor's of Engineering degree from the Regional Engineering College, Durgapur and also holds a Post-Graduate Diploma in Business Administration from Indian Institute of Management, Ahmedabad.

Mr. Gautam Chatterjee has been a member of the Board as an Executive Director of the Company since 13thMay, 1996. He was appointed as MD & CEO of the Company for a period of three years with effect from 151May, 2016 upto 301 hApril, 2019. Prior to 2016, he served the Company as '•Joint Managing Director' for three years and was heading the Automotive - SBU of the Company.

He is not related to any director.

1. Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company, the Board of Directors have appointed Mr. Subir Chakraborty as Deputy Managing Director (DIN 00 I 30864) for a period of2 (two) years w.e.f. l51May, 2019.

Mr. Subir Chakraborty is a mechanical engineer from IIT, Madras and PGDM from JIM, Calcutta. He has vast experience in marketing, sales, projects and general management. Prior to joining the Company in 1996, Mr. Chakraborty was the Chief Executive Officer of MS/\ (India) Ltd., a joint venture between the Company and Mining Safety Appliances Company, USA.

Mr. Subir Chakraborty joined the services of the Company in 1996 and was appointed as Whole-time Director (designated as Director - Industrial) with effect from 1st May, 2013. Later on, he was designated as Director-Automotive in the year 2016 and inter-alia assumed the responsibility of' Automotive SBU' of the Company.

He is not related to any director.

1. Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company, the Board of Directors have reappointed Mr. Arun Mittal (DIN 00412767) as Whole Time Director and des/gnated him as Director - Automotive for a period of 5 (five) years w.e.f 1st May, 2019. He will report to Deputy Managing Director of the Company. Currently he is heading the Industrial - SBU of the Company for last 3 years since I st May, 20 16and his current term is due to expire on 301 hApril, 2019.

Mr. /\run Mittal is a Fellow member of Institute of Chartered Accountants of India and an Associate member of Institute of Cost & Management Accountants of India and Institute of Company Secretaries of India. Before holding the position of Whole Time Director, he was holding the position of Executive Vice President - Marketing - FMIB &

Telecom of the Company and has been in service of the Company since 1st November, 1993. TJe has been in the industry for more than two decades and has rich experience across various functions of the Company with in-depth knowledge of best practices. ability in formulating & implementing successful strategies to effect high business growth.

He is not related to any director.

1. Mr. Avik Roy, President-Industrial will be in charge of Industrial - SBU of the Company with effect from 1 s1 May, 2019 and will report to Deputy Managing Director.

Mr. /\vik Roy holds a Bachelor's of Electrical Engineering degree from Jadavpur University, Kolkata and has completed his EMBA, Business Management from 'Asian Institute of Management', Manila, Philipines. He has a rich experience of around 29 years as an J ndustrial Business Leader in reputed multinational organisations with management assignments in multiple countries and locations.

Mr. Roy joined the Company on 2nd January, 2019 and prior to this he held senior positions across various functions in Siemens group for about 10 years with his last assignment as •Vice President & Head of Country Business Unit: Transmission Products' .

1. Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company, the Board has re-appointed Ms. Mona N Desai (DIN: 00515412) as Independent Director for asecond term of 5 (five) consecutive years from the conclusion of the ensuing Annual General Meeting scheduled to be held on 3rd August, 2019 till 215' July, 2024.

In the opinion of the Board, Ms. Mona N Desai fulfils the conditions specified in the /\ct and rules made thereunder for her re-appointment as Independent Director of the Company and is independent of the management.

Ms. Mona N Desai is a Graduate in Psychology and holds a Law Degree from the Government Law College, Mumbai. She is a Solicitor and legal practitioner She is a Member of the Bombay Incorporated Law Society.

She is not related to any director.

1. Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company, the Board has re-appointed Mr. Sudhir Chand (DIN: 01385201) as Independent Director for a second term of 3 (three)

consecutive years from the conclusion of the ensuing Annual General Meeting scheduled lo be held on 3rd August. 2019 till 2 )51July, 2022.

In the opinion of the Board, Mr. Chand fulfils the conditions specified in the Act and rules made thereunder for his re-appointment as Independent Director of the Company and is independent of the management.

Mr. Sudhir Chand is an electrical engineer from BITS Pilani with Diploma in Marketing Management, University of Bombay and Executive Development programmes at HM Ahmedabad and Cranefield School of Management. UK. Mr Chand has over four decades experience in various functions of general management, marketing, sales, manufacturing. HR and consultancy.

He is not related to any director.

The Board of Directors affirm that none of the above referred directors i.e. Mr. Gautam Chatterjee, Mr. Subir Chakraborty, Mr. Arun Mittal, Ms. Mona N Desai and Mr. Sudhir Chand arc deban-cd from holding the office of director by virtue of any SEBI order or any other such authority and are therefore not disqualified to be appointed as Director.

The Board meeting commenced at 12.30 P.M. and concluded at 2.00 P.M.

This is for your information and record.

Yours faithfully, For Exide Industries Limited

.Jitendra Kumar Company Secretary and EVP - Legal & Administration ACS No. 111 59