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Foseco India Ltd Board/Management Information 2023

Feb 27, 2023

61556_rns_2023-02-27_3ff61980-68ed-4f0e-b812-f077659525a5.pdf

Board/Management Information

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February 27, 2023

BSE Limited National Stock Exchange of India Limited Listing Department, Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, Dalal Street, Plot No. C/1, G Block, Mumbai 400 001 Bandra Kurla Complex, Bandra (East), Mumbai-400 051

Scrip Code: 500150

Scrip code: FOSECOIND

Dear Sirs,

Sub: Outcome of the Board Meeting held on 27[th] February 2023 – Changes in Directorship

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 [SEBI (LODR)] we wish to inform you of the following changes in the Directorship of Foseco India Limited (“the Company”):

i) Appointment of Mr. Mark Russell Collis (DIN 10054384) as a Non-Executive NonIndependent Director (Additional Director) of the Board

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its Meeting held on 27[th] February 2023, has appointed Mr. Mark Russell Collis as a Non-Executive Non-Independent Director (Additional Director) on the Board of the Company. Mr. Collis is a nominee of the Holding Company – Foseco Overseas Limited.

The appointment of Mr. Mark Russell Collis as a Director of the Company with take effect from 27[th] February 2023, pursuant to the provisions of Section 152 and 161 of the Companies Act 2013. He shall hold office up to the date of the next Annual General Meeting (AGM) and his appointment will be subject to the approval of the Shareholders of the Company at the said AGM. He will be liable to retire by rotation.

Brief Profile of Mark Russell Collis

Mr. Mark Russell Collis, aged 51 years (date of birth 3[rd] January 1972), is a British citizen. Mr. Collis is a Chartered Accountant and Fellow of The Institute of Chartered Accountants in England and Wales.

Mr. Collis is expected to join Vesuvius plc as an Executive Director and Chief Financial Officer no later than 4[th] July 2023. He has over 20 years of senior financial experience and operational and leadership skills gained through management roles in a number of international businesses including Amec Foster Wheeler plc, Expro International Group and latterly as Chief Financial Officer of the Operations business of John Wood Group PLC.

Mr. Collis has been appointed a Member each of the Audit Committee and the Risk Management Committee of the Board of the Company. Mr. Collis is not related to any of the existing Directors of the Company. He does not hold any shares of the Company.

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ii) Re-appointment of Mr. Ravi Moti Kirpalani (DIN 02613688) as a Non-Executive Independent Director on the Board of the Company for the second term of 5 years

Mr. Ravi Moti Kirpalani’s present term of office as a Non-Executive Independent Director comes to an end on 25[th] October 2023. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its Meeting held on 27[th] February 2023, has re-appointed Mr. Kirpalani as a Non-Executive Independent Director on the Board of the Company for the second term of 5 years that will take effect from 26[th] October 2023 and ends on 25[th] October 2028. His re-appointment is subject to the approval of the shareholder at the next Annual General Meeting in compliance with the requirements laid down in the Companies Act 2013 and the SEBI (LODR). He will not be liable to retire by rotation.

Mr. Kirpalani will continue as a Member each of the Stakeholders’ Relationship Committee, Audit Committee, Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Risk Management Committee of the Board of the Company. Mr. Kirpalani is not related to any of the existing Directors of the Company. He does not hold any shares of the Company.

The Board of Directors hereby affirms that none of the above referred directors viz., Mr. Mark Russell Collis and Mr. Ravi Moti Kirpalani are debarred from holding the Office of Director by virtue of any order passed by SEBI or any other such authority and are therefore not disqualified to be appointed as a Director.

ii) Resignation of Mr. Guy Franklin Young (DIN 08334721) as a Non-Executive NonIndependent Director

Mr. Guy Franklin Young has tendered his resignation from the Directorship of the Company that will take effect from the close of business on 27[th] February 2023. The Board of Directors of the Company took note of the resignation of Mr. Guy Franklin Young at its Meeting held on 27[th] February 2023.

Mr. Guy Franklin Young has left the employment with the Vesuvius plc group and therefore, has tendered his resignation as a Director from the Board of the Company. He was nominated as a Director of the Company by the holding company – Foseco Overseas Limited, a Vesuvius plc group company, who has withdrawn his nomination as a Director. The Company’s Board would like to confirm that there is no other material reason than that provided herein of his resignation.

You are requested to take the above information on record.

Yours faithfully,

For Foseco India Limited

MAHENDRA KUMAR DUTIA

Digitally signed by MAHENDRA KUMAR DUTIA Date: 2023.02.27 21:20:31 +05'30'

Mahendra Kumar Dutia

Controller of Accounts & Company Secretary

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