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Hindustan Construction Co. Ltd. Board/Management Information 2021

Jun 23, 2021

61640_rns_2021-06-23_3d8a8a0c-598a-4024-a71a-76084c6e7fec.pdf

Board/Management Information

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June 23,2021

/ BSE Limited National Stock Exchange of India Ltd.
I
The Corporate Relationship Dept,
Exchange Plaza,
st Floor, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex,
Dalal Street, Bandra (East),
Mumbai-400 001. Mumbai-400 051.
Scrip code : 500185 Scrip code: HCC

Dear Sir,

Sub: Outcome of Board Meeting ~ursuant to Requlation 30 of the SEBl {Listing Obligations and Disclosure Requirements) Requlations, 2015

The Board of Directors of the Company has, at its meeting held on June 23, 2021, inter alia, approved the following matters:

1. Appointment of Mr. N R Acharyulu, Non-Executive-Non-Independent Director as an lndependent Director of the Company

Pursuant to the provisions of Companies Act, 2013 and the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. N R Acharyulu, Non-Executive-Non-Independent Director as an lndependent Director of the Company to hold office w.e.f. June 23, 2021 for a term of 3 consecutive years, up to the conclusion of the 9ath Annual General Meeting of the Company, subject to approval of the shareholders.

Further, Mr. N R Acharyulu is not debarred from holding the office of Director by virtue of any SEBl order or the order of any statutory authority. Mr. N R Acharyulu is not having any inter-se relationship with any other Director. A brief profile of Mr. N R Acharyulu is enclosed herewith as Annexure A.

2. Appointment of Mr. Arun Karambelkar as an Additional Director of the Company in the category of Non-Executive Director-Non-Independent Director, liable to retire by rotation

Pursuant to the provisions of Companies Act, 2013 and the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has approved the appointment of Mr. Arun Karambelkar as an Additional Director of the Company in the category of Non-Executive-Nonlndependent Director, liable to retire by rotation, to hold office up to the conclusion of the ensuing 95th Annual General Meeting (AGM) of the Company. Also, his appointment as a Non-Executive-Non-Independent Director of the Company, liable to retire by rotation shall be placed in the ensuing AGM for the approval of the shareholders. \

Himdustan Construction Co Ltd H~ncon House, LBS Marg, Vlkhroi! (West), Murnbal - 400 083, lndm Tel +91 22 2575 1000 Fax. +91 22 2577 7568 CIN . L45200MH1926PLCQ01228

Further, Mr. Arun Karambelkar is not debarred from holding the office of Director by virtue of any SEBl order or the order of any statutory authority. Mr. Arun Karambelkar is not having any inter-se relationship with any other Director. A brief profile of Mr. Arun Karambelkar is enclosed herewith as Annexure B.

3. Convening of the 9Sh Annual General Meeting of the Company

The Board of Directors of the Company has decided to convene and hold the 95" Annual General Meeting (the AGM) of the Company on Thursday, September 23, 2021 at 11 .OO a.m. through Video ConferencingIOther Audio Visual Means (OAVM) in compliance with General Circular(s) issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

4. Closure of the Register of Members and Share Transfer Books of the Company

Pursuant to Regulation 42 of the SEBl (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 17, 2021 to Thursday, September 23, 2021 (both days inclusive) for the purpose of the AGM of the Company.

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

Thanking you,

Construction Company Ltd.

Vithal arni Company Secretary

Encl : As above.

Annexure A

Brief Profile of Mr. N R Acharyulu:

Mr. N. R. Acharyulu (DIN 02010249) has a distinguished career having more than fifty years of enriched experience and has held various leadership positions during his long stint. A Mechanical Engineer from Andhra University, Mr. Acharyulu joined HCC in 1970 as Junior Engineer at ldukki I lydroelectric Power project in Kerala. During his career with HCC, he was entrusted with responsibilities of heading the Plant and Equipment department since 1991. Thereafter, he headed the Construction Engineering and Methodology Group (CEMG) in 2001 for some time before he was made the Project Controller of the Water Supply and Irrigation projects in 2004. He was then made the Head of Water Vertical in 2007 and later given the independent responsibility of Claims Task force in 2011. Mr. Acharyulu became the Chief Operating Officer of HCC in mid of 2012 and then was made the Chief Business Development Officer of the Company in 2014.

Upon conclusion of his contract period, he was appointed as an Additional Director(Non-Executive-Non-Independent) on the Board of Directors of the Company with effect from May 2, 2016 and same was approved by the shareholders on July 14, 2016. Since, he is more than seventy-five years of age, his re-appointment as Non-Executive-Non-Independent was approved by the shareholders by way of Special Resolution in the 94th Annual General Meeting (AGM) held on December 24, 2020.

Mr. N. R. Acharyulu is holding directorship in Steiner India Ltd., wholly owned subsidiary of Hindustan Construction Company Ltd.

Annexure B

Brief Profile of Mr. Arun Kararnbelkar:

Mr. Arun Karambelkar was on the Board of Directors of Hindustan Construction Company Ltd.(HCC) as Whole Time Director between April, 201 1 and April, 2014. Subsequent to this, he was the President & CEO of HCC E&C Business from April, 2014 till April, 2018.

At HCC, Mr. Karambelkar was responsible for managing business growth through strategic financial initiatives across HCC's market-segments: namely Hydro Power, Transportation, Water Solutions, Nuclear Power, Industrial Construction, Ports & Marine Works, etc.

Mr. Karambelkar possesses a rich and diverse experience of over 37 years in various industries such as automobiles, enaineerina and electronics. Durina his career of over 27 . years at HCC, he was involved in the strategic functions of procurement & Sub-contracting, managing HCC's construction equipment fleet worth US \$330 million (Rs 1500 crore). The driving force in the application of benchmark ERP practices for ~aterisls ~anagemint, he was instrumental in introducing e-Procurement at HCC. Under his leadership, HCC was awarded SAP'S 'Best Innovation' award for creative use of their Materials Management module.

In 2010, the Indian Institute of Material Management (IIMM), Mumbai, recognized his contribution to the field of Materials Management and Supply Chain by awarding him the prestigious 'UNITOP AWARD.' He is life-time member of IlMM since 1982, was a member of Western Region Committee and the National Councilor also.

Mr. Karambelkar is a silver medalist with a Bachelor of Engineering (Mechanical) from Mumbai University and a top ranker in Masters in Materials Management from Pune University.

Mr. Karambelkar sewed as a Director on the Board of numerous HCC Group companies. Presently, Mr. Karambelkar is on the Board of Steiner India Limited, wholly owned subsidiary of Hindustan Construction Company Ltd. and Capacit'e lnfraprojects Limited.