Hindustan Composites Ltd — Board/Management Information 2024

Mar 29, 2024

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29[th] March, 2024

To, Manager (CRD) The Manager – Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai- 400 050 Mumbai - 400 001 Symbol: HINDCOMPOS Scrip Code: 509635

Dear Sir,

Sub.: Disclosure pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Postal Ballot results declared on 29[th] March, 2024, we hereby inform you that the Members of the Company have inter-alia adopted new set of the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company and appointed Mr. Rajan Arvind Dalal (DIN: 00546264) as Non-Executive Independent Director of the Company for a term of upto 5 (five) consecutive years with effect from 21[st] February, 2024 till 20[th] February, 2029 by way of passing special resolution through Postal Ballot process as set out in the Postal ballot notice dated 21[st] February, 2024.

Mr. Rajan Arvind Dalal have confirmed that he meet the criteria of ‘Independence’ under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Further, Mr. Rajan Arvind Dalal is not debarred from holding the office of a Director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

The disclosure pursuant to the provisions of Regulation 30 of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023 is enclosed herewith as Annexure – A.

Kindly take the above on your record.

Thanking you,

Yours faithfully,

For Hindustan Composites Limited

Ravi Digitally signed by Ravi Motilal Motilal Vaishnav Date: 2024.03.29 Vaishnav 16:06:27 +05'30'

Ravi Vaishnav Company Secretary & Compliance Officer Membership No.: A34607

Encl.: As stated above

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Annexure A

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023:

1. Appointment of Mr. Rajan Arvind Dalal (DIN: 00546264) as Non-Executive Independent Director:

Sr.No.		Particulars	Details
		Reason for change viz. appointment,re-appointment, resignation, removal, deathor otherwise;	AppointmentasNon-ExecutiveIndependentDirectoroftheCompany.
		Date of appointment~~/ re-appointment /cessation (as applicable)& term ofappointment/ re-appointment~~	Mr. Rajan Dalal is appointed as aNon-Executive Independent Directorof the Company, not liable to retire byrotation, for a term of upto 5 (five)consecutive years with effect from 21stFebruary,2024 till 20thFebruary,2029.
		Brief profile (in case of appointment)	Mr. Rajan Dalal has over 50 years ofvast experience in running variousbusinesses with varied experience ininternational and financial markets.He is currently on the board of 2listed companies namely CenturyTextiles and Industries Limited andSutlej Textiles and Industries Limited.He has been associated with variousindustriesandhasextensiveexperiencespanningtomultiplebusinessesandvariedfunctionsincluding creating dealer network,wealth management, investment inequity and debt market, capitalraisingetc.
		Disclosureofrelationshipsbetweendirectors (in case of appointment of adirector).	Mr. Rajan Dalal is not related to anyof the directors of the Company.

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2. Summary of amendments in Articles of Association (”AoA”) of the Company:

The provisions of the Companies Act, 2013 (“Act”) including the rules made thereunder, and other applicable laws have been amended from time to time since the Company adopted its new set of in the year 2014. Accordingly, some of the provisions contained in the existing AoA has become inconsistent and are no longer in conformity with the extent provisions of the Act and other applicable laws.

As the changes required for aligning the existing AoA with the extent provisions of the Act and Rules made thereunder and other applicable laws are numerous, the Board of Directors in its meeting held on 21[st] February, 2024 considered it expedient to adopt a new set of AoA in substitution and exclusion of the existing AoA and recommended to the members for their approval through Postal Ballot as set out in Postal Ballot Notice date 21[st] February, 2024. Members have passed the above special resolution through postal ballot result of which is declared on 29[th] March, 2024.

In the new AoA references to the sections, sub-sections, clauses etc. of the Act, which have been amended are substituted with new provisions of the Act. The new AoA to be substituted in place of existing AoA is exclusive of ‘Table-F’ of the Act. Provisions of the Act, which permit the Company to do certain acts when authorized by AoA, or, which require the Company to do acts in a prescribed manner unless the AoA otherwise provides, have been specifically included. Consequently, the serial numbers of the AoA have also been changed on account of aforesaid changes.