Hindustan Construction Co. Ltd. — Board/Management Information 2020

Feb 6, 2020

February 6,2020

BSE Limited	National Stock Exchange of India Ltd
The Corporate Relationship Dept,	Exchange Plaza,
1st Floor, Phiroze Jeejeebhoy Towers,	Bandra-Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai-400 001.	Mumbai-400 051.

Sub: Outcome of the Board meetinq - Requlation 30 of SEBl (Listing Obligations and Disclosure Requirements) Requlations, 2015

The Board of Directors of the Company at its meeting held on February 6, 2020, have, interalia, approved the following matters:

1. Appointment of Mr. Mukul Sarkar, as Nominee Director

Exim Bank vide letter dated 18'" November, 201 9 has nominated Mr. Mukul Sarkar, Chief General Manager, as its nominee on the Board of Directors of our Company. Accordingly, he has been appointed as Nominee Director of the Company with effect from 6th February, 2020. A Brief Profile of Mr. Mukul Sarkar is enclosed as Annexure A.

2. Appointment of Woman lndependent Director

Pursuant to the provisions of Companies Act, 2013 and SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, have approved the appointment of Dr. Mita Dixit as an Additional Director to hold office as an lndependent Director w.e.f. 6th February, 2020 for a term of 3 consecutive years, subject to approval of shareholders. Further, Dr. Mita Dixit is not debarred from holding the office of director by virtue of any SEBl order or the order of any statutory authority. Dr. Mita Dixit does not have any inter-se relationship with any other Director. A brief profile of Dr. Mita Dixit is enclosed as Annexure B.

3. Resignation of Mr. Ajay Singh from the position of Company Secretary and Compliance Officer of the Company

The Board of Directors of the Company have noted the resignation of Mr. Ajay Singh as Company Secretary, Compliance Officer under Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Nodal Officer under Securities and Exchange Board of lndia (Investor Protection and Education Fund) Regulations, 2009, of the Company with effect from 6th February, 2020.

4. Appointment of Mr. Vithal Pandurang Kulkarni as the Company Secretary and Compliance Officer of the Company

The Board of Directors of the Company has appointed Mr. Vithal Pandurang Kulkarni as Company Secretary, Compliance Officer under Securities and Exchange Board of lndia

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Nodal Officer under Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009, of the Company with effect from 6th February, 2020. A Brief Profile of Mr. Vithal Pandurang Kulkarni is enclosed as Annexure C.

5. Revised list of persons authorised for the purpose of determining the materiality of events

Pursuant to Regulation 30(5) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has revised the list of persons authorised for the purpose of determining the materiality of events or information and to sign and issue requisite disclosures to the Stock Exchange(s) as follows:

Sr. No.	Name and Designation	Telephone Number
1	Mr. Ajit Gulabchand Chairman and Managing Director	+91 22 25751 000
2	Mr. Arjun Dhawan Group CEO & Whole-time Director	+91 22 25751000
3	Mr. Shailesh Sawa Chief Financial Officer	+91 2225751000
4	Mr. Vithal Pandurang Kulkarni Company Secretary	+91 22 25751000

We request you to kindly take the above on your record.

Thanking you,

Yours trulv nstruction Company Limited

~roup CEO anh Whole time Director

Encl : As above.

Annexure A

Brief Profile of Mr. Mukul Sarkar:

Mr. Mukul Sarkar (Age: 52 years) is a Graduate [B.Tech] in Mechanical Engineering from lndian Institute of Technology, Kharagpur, and an MBA from lndian Institute of Management, Calcutta. He has over 29 years of experience in lndian financial sector mainly in the area of investment banking, corporate banking, trade finance and risk management. He is presently the Chief General Manager and Group Head, Project Exports Group of Export-Import Bank of India (Exim Bank). He was earlier Group Head of Exim Bank's Corporate Banking Group and SME Business Group. Mr. Sarkar spent three years in Milan, Italy as Head of Exim Bank's operations in Western Europe. He has vast experience in trade finance, overseas investment finance, export credit, buyer's credit and project finance.

Prior to joining Exim Bank, Mr. Sarkar worked in SBI Capital Markets Ltd in investment banking. During He has also sewed on the Board of many lndian companies e.g. Natco Phamla, Welspun Corp, Strides, TCG Lifesciences Ltd. Mr. Sarkar has also consulting experience as he has sewed as Managing Director & CEO of GPCL Consulting Sewices Ltd, a consulting firm promoted by Exim Bank.

Annexure B

Brief profile of Dr. Mita Dixit

Mita Dixit is a Chemical Engineer and had done Masters in Marketing Management, PhD from BITS Pilani University. Dr. Dixit is the Co-Founder and Director of Equations Advisors Private Ltd, a specialized consulting company for family owned-and managed Business with 20+ years of experience.

Dr. Dixit facilitates owner-families to align their family aspirations and expectation with business vision and goals. She helps families to practice good governance by developing family policies, family Constitution, and conflict resolution process.

At Equations, she leads a team of consultants and professionals providing services in strategic growth, organizational development, professionalization, business restructuring, and executive coaching. As a Management professional, Dr Dixit has worked with prominent corporates like Garware Group, lndian Express, and an Ajay Piramal Group Company in Marketing and Branding.

Dr. Dixit is the first lndian to do a doctoral research in "Conflict in lndian Family Businesses." She has co-authored "The 5Gs of Family Business,", a practical insightful and engaging book on success framework of family businesses. She was the Head of research and consulting at the CFMB at SPJIMR, Mumbai and is a visiting faculty at several family business management programs.

Dr. Dixit is an Independent Director on the Board of ANUH Pharmaceuticals Ltd, and a certified Management Consultant (CMC). She is currently the Chairperson, Mumbai Chapter of Institute of Management Consultants of India.

Annexure - C

Profile of Mr. V P Kulkarni

Brief Details:

Designation at time of Leaving:	Senior Vice President -Corporate Governance
Grade at time of Leaving:	C4
Date of Joining HCC:	3" August, 1992
Date of Separation:	3IstOctober, 2015
Age (Years):	64
Qualification:	B.Com. 1976, Diploma (Bus. Mgmt.) 1978, ACS 1989
Experience (Years):	Outside	12	HCC	23	Total	35

Previous Organisation Details:

Company	Type of Job 1 Position	No. of Years
Gujarat Machinery Manufacturers Limited	Company Secretary: (i) Drafting foreign collaboration agreements, technical license & agency commissions agreements, lease agreements, etc. (ii) Making various applications with central government. (iii) Actively involved in acquisition & amalgamation schemes. (iv) Drafting of agenda for board meetings, notice of general meetings etc. (v) Complying formalities and all statutory requirements in connection with Rights Issue, Public Issues and Debentures Issue.	1
Perfect Circle Victor Limited	Company Secretary	3
Gabrial India Limited	Assistant Company Secretary	4
Asia Automotive Limited	Secretarial Officer	4