India Nippon Electricals Ltd — Board/Management Information 2019

Aug 17, 2019

INDIA NIPPON ELECTRICALS LIMITED

Regd. Office : 11 & 13, Patullos Road, Chennai - 600 002. CIN L31901TN1984PLC011021 (All Correspondence to be addressed to Registered Office)

Tel : +91-44-2846 0073 Fax : +91-44-2846 0631 e-mail : inelcorp@inel.co.in Web : www.indianippon.com

16 August 2019

The Manager-Listing Department National Stock Exchange of India Ltd Exchange Plaza, 5 th Floor, Plot no C 1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051 Fax:(22) 26598237 /26598238 Scrip: INDNIPPON.

BSE Ltd Phiroze Jee Jee Towers Dalal Street, Mumbai 400001 Fax: (22) 22721072/22722061 Scrip: 532240

BSE Listing Center: on-line filing

Dear Sir(s)/ Madam.

NEAPS: on-line filing

Sub: Compliance under Regulation 30 of SEBI (LODR) Regulations. 2015.

Ref.: Our letter dated 30th May 2019

We refer to our letter quoted above regarding the Board's recommendation of appointment/re-appointment of Independent Directors. At the Annual General Meeting held today, the Shareholders have approved the proposals, which are summarised below:

• Appointment of Mr Anant Jaivant Talaulicar as Independent Director.
• Re-appointment Mr V Balaraman, Mr KG Raghavan, Mr R Vijayaraghavan and Dr Jayshree Suresh as Independent Directors.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of the appointment/ re-appointment are given as Annexure to this letter.

For your information and record.

Thanking you Yours sincerely For India Nippon Electricals Ltd

( -\4 J.V.·

GV�TRAM Company Secretary

Annexure A

$\hat{\boldsymbol{\alpha}}$

Sno.	Details of events that need to beprovided	Information of such events
a)	Reason for change viz., appointment,resignation, removal, death or otherwise	Jaivant TalaulicarMrAnanthasbeenappointed as an Independent Director at theAnnual General Meeting (A.G.M.) of thecompany held today i.e., 16 th August, 2019.
b)	Date of appointment/ cessation (asapplicable) and term of appointment	6 th April, 2019:Term of appointment:His term as an Independent Director shall befor a period of 4 years from 6 th April 2019.
c)	Brief profile(in case of appointment)	Attached
d)	Disclosureofrelationshipsbetweendirectors (in case of appointment of adirector)	Mr Anant Jaivant Talaulicar is not related toany Director(s) of India Nippon Electricals Ltd.
e)	Additional Information as required pursuantto BSE Circular: BSE-LIST/COMP/14/2018-19 dated 20 th Jun'18 and National StockofIndiaCircularExchangew.r.t.NSE/CML/2018/24 dated 20thJun'18	Mr Anant Jaivant Talaulicar is not debarredfrom holding office of director by virtue of anySEBI order or any other authority.

A brief profile of Director(s) Mr Anant Jaivant Talaulicar, (DIN:00031051)

appointed as an Independent Director for 4 years from 6th April, 2019.

Name	Mr Anant Jaivant Talaulicar
Date of Birth/ Age	11 th July 1961 / 57 yrs.
Educational qualifications	M.E. (Mech)., MBA
Professional qualifications	About 33 years of rich experience (16 years in the
	U.S.A.) in the Industry from financial analyst,
	manufacturing engineer, project manager, product
	manager to Chairmanstrategyandmanager,
	Managing Director for Cummins Groups India.
Directorships, if any in other companies	Director in Birlasoft Ltd, The Hi-Tech Gears Ltd,
	Remex Finance Pvt Ltd, KPIT Technologies Ltd,
	Force Motors Ltd and Partner in Trihans Trading LLP
Key Managerial position(s)	NIL
Membership in Board Committees of other	Chairman of N&R Committee of Birlasoft Ltd$\blacksquare$
companies	of KPITMember of Audit Committee
	Technologies Ltd and Birlasoft Ltd
	Member of CSR Committee of Birlasoft Ltd
Shareholding in the company as of the AGM
day i.e., 16 th August 2019
Individually$\bullet$	NIL
Held jointly/ through relatives$\bullet$	NIL
Relationship with theDirectors of the	NIL
Company

$\zeta$

Sno.	Details of events that need to be	Information of such events
	provided
a)	for change viz., appointment,Reason	Mr V Balaraman has been re-appointed for
	resignation, removal, death or otherwise	the second term as an Independent Director.
b)	Date of appointment/ cessation (asapplicable) and term of appointment	Date of Re-appointment: 16 th August, 2019
		Term of appointment:
		His second term as an Independent Directorshall be from the conclusion of this AGM untilthe AGM of the company to be held in theyear 2022.
c)	Brief profile(in case of appointment)	Attached
d)	Disclosure ofrelationshipsbetweendirectors (in case of appointment of a	Mr V Balaraman is not related to anyDirector(s) of India Nippon Electricals Ltd.
	director)
e)	Additional Information as required pursuantto BSE Circular: BSE-LIST/COMP/14/2018-19 dated 20 th Jun'18 and National StockExchange ofIndiaCircularw.r.t.NSE/CML/2018/24 dated 20thJun'18	Mr V Balaraman is not debarred from holdingoffice of director by virtue of any SEBI orderor any other authority.

$\overline{4}$

Mr V Balaraman, Independent Director (DIN:00267829) Re-appointed as an Independent Director from the conclusion of this AGM until the AGM of the company to be held in 2022.

Name	Mr V Balaraman
Date of Birth/ Age	18 th August, 1946 / 72 yrs.
Educational qualifications	B.Tech., M.B.A. (IIMA)
Professional qualifications	He is a Consultant for Strategy, Branding and
	Marketing for a few companies and also coaches
	and mentors CEOs / Senior Business Leaders.
Directorships, if any in other companies	He is a Director in Parry Enterprises India Ltd,
	TVSIntellectDesign Arena Ltd,Delphi
	Technologies Ltd.
Key Managerial position(s)	NIL
Membership in Board Committees of other	He is the Member of the Audit Committee
companies	of Parry Enterprises India Ltd, Intellect
	Design Arena LtdDelphiTVSand
	Technologies Ltd.
	He is the Chairman of Stakeholders
	Relationship Committee of Intellect Design
	Arena Ltd.
Shareholding in the company as of the AGM
day i.e., 16 th August 2019
Individually	NIL
Held jointly/ through relatives$\bullet$	NIL
Relationship with the Directorsof the	NIL
Company

Sno.	Details of events that need to beprovided	Information of such events
a)	Reason for change viz., appointment,resignation, removal, death or otherwise	Mr K G Raghavan has been re-appointed forthe second term as an Independent Director.
b)	Date of appointment/ cessation (asapplicable) and term of appointment	Date of Re-appointment: 16 th August, 2019Term of appointment:His second term as an Independent Directorshall be from the conclusion of this AGM untilthe AGM of the company to be held in theyear 2023.
C)	Brief profile(in case of appointment)	Attached
d)	ofDisclosurerelationshipsbetweendirectors (in case of appointment of adirector)	Mr K G Raghavan is not related to anyDirector(s) of India Nippon Electricals Ltd.
e)	Additional Information as required pursuantto BSE Circular: BSE-LIST/COMP/14/2018-19 dated 20 th Jun'18 and National Stockw.r.t. CircularIndiaExchange ofNSE/CML/2018/24 dated 20thJun'18	Mr K G Raghavan is not debarred fromholding office of director by virtue of any SEBIorder or any other authority.

Mr KG Raghavan, Independent Director (DIN:00359471) Re-appointed as an Independent Director from the conclusion of this AGM until the AGM of the company to be held in the year 2023.

Name	Mr K G Raghavan
Date of Birth/ Age	n° May, 1954 / 65 yrs.2
Educational qualifications	B.Com., B.L.
Professional qualifications	He is a Senior Advocate in Karnataka High Court.
	His areas of specialisation are Corporate and
	Commercial Law, Arbitration, Intellectual Property
	Law,CentralExcise,Customs,Labourand
	Constitutional Law and he has represented parties
	at pleadings before the Supreme Court,High
	Courts, Company Law Board, MRTP Commission,
	CEGAT, Consumer Fora and Civil Courts.
Directorships, if any in other companies	He is a director in Karnataka Hybrid Micro Devices
	Ltd and Pippin Technologies India Pvt Ltd.
Key Managerial position(s)	NIL
Membership in Board Committees of other	NIL
companies
Shareholding in the company as of the AGM
day i.e., 161h August 2019
•Individually	NIL
•Held jointly/ through relatives	NIL
RelationshipwiththeDirectorsofthe	NIL
Company

1

S	Details of events that need to be	Information of such events
no.	provided
a)	Reason for change viz., appointment,resignation, removal, death or otherwise	Mr R Vijayaraghavan has been re-appointedfor the second term as an IndependentDirector.
b)	Date of appointment/ cessation (asapplicable) and term of appointment	Date of Re-appointment: 16 th August, 2019Term of appointment:His second term as an Independent Directorshall be from the conclusion of this AGM untilthe AGM of the company to be held in theyear 2023.
C)	Brief profile(in case of appointment)	Attached
d)	ofDisclosurerelationshipsbetweendirectors (in case of appointment of adirector)	Mr R Vijayaraghavan is not related to anyDirector(s) of India Nippon Electricals Ltd.
e)	Additional Information as required pursuantto BSE Circular: BSE-LIST/COMP/14/2018-19 dated 20 th Jun'18 and National Stockw.r.t. CircularExchange of IndiaNSE/CML/2018/24 dated 20thJun'18	Mr R Vijayaraghavan is not debarred fromholding office of director by virtue of any SEBIorder or any other authority.

Ą pon Elec cals Chennai600 002 $\ddot{\uparrow}$

Mr R Vijayaraghavan, Independent Director {DIN:00026763) Re-appointed as an Independent Director from the conclusion of this AGM until the AGM of the company to be held in the year 2023.

Name	Mr R Vijayaraghavan
Date of Birth/ Age	n° January, 1950 I 69 yrs.2
Educational qualifications	M.Sc , MBA. (U.S A.), B.L.
Professional qualifications	He isan Advocate in Chennaiand hasbeen
	practising Law for over 35 years. He has a vast
	breadth of experience in the fields of Corporate
	Law,MergersandAcquisitions,TaxLaws,
	Commercial aspects of doing business in India.
Directorships, if any in other companies	He is a director of Sanco Trans Ltd, Bimetal Bearings
	Ltd, T Stanes and Company Ltd, Lucas TVS Ltd,
	Delphi TVS Technologies Ltd, Lucas Indian Service
	Ltd and Sundaram Clayton Ltd.
Key Managerial position(s)	NIL
Membership in Board Committees of other	-He is the Chairman of the Audit committee of
companies	Lucas TVS Ltd,Sanco Trans Ltd, Lucas
	IndianServiceLtdandDelphiTVS
	Technologies Ltd.
	-He is the Member of Audit Committee of
	Bimetal bearings Ltd, T Stanes and Company
	Ltd.
	-theStakeholdersHeisMemberof
	RelationshipCommitteeofSundaram
	Clayton Ltd.
Shareholding in the company as of the AGM
day i.e., 161h August 2019
•Individually	NIL
•Held jointly/ through relatives	NIL
RelationshipwiththeDirectorstheof	NIL
Company
	'

sno.	Details of events that need to beprovided	Information of such events
a)	Reasonforchangeviz.,appointment,resignation, removal, death or otherwise	Dr. Jayshree Suresh has been re-appointedforthesecond term as anIndependentDirector.
b)	Date of appointmenU cessation (asapplicable) and term of appointment	Date of Re-appointment: 16m August, 2019Term of appointment:
		Her second term as an Independent Directorshall be from the conclusion of this AGM untilthe AGM of the company to be held in theyear 2022.
c)	Brief profile(in case of appointment)	Attached
d)	Disclosureofrelationshipsbetweendirectors (in case of appointment of adirector)	Dr. (Mrs.) Jayshree Suresh is not related toany Director(s) of India Nippon Electricals Ltd.
e)	Additional Information as required pursuantto SSE Circular: BSE-LIST/COMP/14/2018-19 dated 201h Jun'18 and National StockExchangeofIndiaw.r.t.CircularNSE/CML/2018/24 dated 20thJun'18	Dr. (Mrs.) Jayshree Suresh is not debarredfrom holding office of director by virtue of anySEBI order or any other authority.

Dr Jayshree Suresh, Independent Director (DIN:06861217) Re-appointed as an Independent Director from the conclusion of this AGM until the AGM of the company to be held in the year 2022.

Name	Dr Jayshree Suresh
Date of Birth/ Age	°a October, 1952 / 66 yrs.2
Educational qualifications	B.A., M.B.A., Ph.D.
Professional qualifications	She was a Dean, Faculty of Management, SRM
	University. She has won 3 Best Faculty Awards:
	Citation from Asia, a gold medal from Cognizant
	Technologies in SRM and silver plate in MOP
	isauthorofVaishnavCollege.She
	"Entrepreneurial Development" and co-author of
	"Human Values and Professional Ethics". She has
	worked in IIMA for 10 years in the Marketing
	Area. She was the Vice-President of Society for
	Entrepreneurship Educators (SEE) at ISB.
Directorships, if any in other companies	She is a Director of Zwende Design Tech P Ltd.
Key Managerial position(s)	NIL
Membership in Board Committees of other	NIL
companies
Shareholding in the company as of the
AGM day i.e., 161h August 2019
•Individually	NIL
•Held jointly/ through relatives	NIL
Relationship with theDirectorsof the	NIL
Company