Kinetic Engineering Ltd. — Board/Management Information 2020

Oct 20, 2020

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Date: 20[th] October, 2020

To

The Manager - Corporate Relationship Department BSE Limited, 1[st] Floor,

Phiroze Jeejeebhoy Towers, Fort, Mumbai- 400 001 Maharashtra, India

Scrip Code: BSE-500240

Subject: Outcome of the Board Meeting.

Dear Sir/Madam,

This is to inform you that the Board of Directors of the Company at its meeting held today, which commenced at 11:30 a.m. and concluded at 01:50 p.m., inter-alia, unanimously approved/took on record following:

1. Appointment of Mr. Jinendra Munot (DIN: 00049838) as an Additional Director in the capacity of Independent Director on the Board of the Company, for a term of 5 years effective from 20[th] October, 2020 to 19[th] October, 2025, subject to shareholders’ approval at the ensuing annual general meeting.

Further the details required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 09, 2015, are given in the enclosed Annexure I.

1. Change in designation of Ms. Sulajja Firodia Motwani, from Whole-time Director in Promoter Category to Non-Executive Director in Promoter Category designated as Vicechairperson.

2. Further the details required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 09, 2015, are given in the enclosed Annexure I.

3. 1. Noting of cessation of Mr. Chaitanya Koranne as Chief Executive Officer of the Company due to completion of his term and his re-appointment as Chief Executive Officer and Key Managerial Personnel effective from 20[th] October, 2020.

Further the details required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 09, 2015, are given in the enclosed Annexure I.

1. Reconstitution of the following committees of the Board of Directors upon induction of Mr. Jinendra Munot, as Additional Director in the capacity of Independent Director on the Board of the Company:

2. Audit Committee

3. Nomination and Remuneration Committee

4. Stakeholders’ Relationship Committee

The Constitution of the above referred Committees as given hereunder separately as Annexure II.

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1. Approval of draft Board’s Report along with the Annexures thereto for the financial year ended 31[st] March, 2020.

2. The date 49[th] Annual General Meeting (49[th] AGM) of the members of the Company as 25[th] November, 2020 and notice thereof containing inter-alia the following:

3. Company’s Register of Members and Share Transfer Book shall remain closed for the purpose of AGM, from 19[th] November, 2020 to 25[th] November, 2020 (both days are inclusive).

4. Recommendation of re-appointment of Dr. Jayashree Arun Firodia (DIN: 00328499), Director of the Company, who retires by rotation, and being eligible, offers herself for reappointment.

5. Members’ approval for appointment of Mr. Jinendra Munot (DIN: 00049838) as a NonExecutive - Independent Director, not liable to retire by rotation.

Additional information on directors getting appointed/ reappointed in the 49[th] AGM is given in the Annexure III.

In view of the continuing COVID-19 pandemic, the AGM of the Company is being conducted through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM') facility provided by Central Depository Services (India) Limited (CDSL).

It is requested to take this intimation on record and acknowledge receipt of the same.

Thanking You, Yours Truly,

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Annexure I

Sr. No.	Particulars	Mr. Jinendra Munot	Ms. Sulajja Firodia Motwani	Mr. Chaitanya Koranne
1	Reason for change viz. Appointment appointment, resignation, removal, death or otherwise;	Appointment	Change in Designation	Cessation & re-appointment
2	Date of Appointment / Change in designation	20thOctober, 2020	20thOctober, 2020	20thOctober, 2020
3	Term of Appointment	5 years	Retirement by Rotation	1 year
4	Disclosure of relationships between directors (in case of appointment of director)	None	Ms. Sulajja Firodia Motwani is related to following Directors of the Company. 1. Mr. Arun H Firodia 2. Ms. Jayashree A. Firodia 3. Mr. Ajinkya A Firodia	None
5	Affirmation	Based on the information available with us none of these Directors are debarred from holding the office of a director by virtue of any SEBI order or any other such authority.		Not Applicable
6	Brief Profile	A professional engineer having around 40 years of rich experience in the Automotive Industry. He was last designated as Joint Managing Director of ZF Steering Gear (India) Ltd.	An Indian entrepreneur and MBA in Finance from Carnegie Mellon University, Pitsburgh. USA. Currently, designated as Vice- Chairperson of Kinetic Engineering Ltd.	B. Tech. Mechanical from IIT Varanasi and have completed PGDBM from IIM Bengaluru. Having an industrial experience of around 35 years’ specifically in Automobile Industry. Prior joining to Kinetic Engineering Ltd., he was designated as Vice President, Aequs Aerospace, Karnataka.

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Annexure II

The committees of Board of Directors as reconstituted effective from 20[th] October, 2020 post appointment of Mr. Jinendra Munot as Additional – Independent Director as under:

1. Audit Committee

Sr. No.	Name of the Director	Particulars
1.	Mr. Shirish Kotecha	Chairperson
2.	Mr. Ramesh Kabra	Member
3.	Mr. Jinendra Munot	Member
4.	Mr. Rohit Bafana	Member

2. Nomination and Remuneration Committee

Sr. No.	Name of the Director	Particulars
1.	Mr. Shirish Kotecha	Chairperson
2.	Mr. Ramesh Kabra	Member
3.	Mr. Jinendra Munot	Member
4.	Mr. Rohit Bafana	Member

3. Stakeholders’ Relationship Committee

Sr. No.	Name of the Director	Particulars
1.	Mr. Shirish Kotecha	Chairperson
2.	Mr. Ramesh Kabra	Member
3.	Mr. Jinendra Munot	Member
4.	Mr. Rohit Bafana	Member

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Annexure III Additional information on directors getting appointed/ reappointed in the 49th AGM

Sr. No.	Particulars	Mr. Jinendra Munot	Dr. Jayashree Arun Firodia
1	Reason for change viz. Appointment appointment, resignation, removal, death or otherwise;	Appointment as Non-Executive Independent Director of the Company. (Appointed as an Additonal Non-Executive Independent Director of the Company, by the Board of Directors on the recommendation of the Nomination and Remuneration Committee, subject to approval of Members of the Company)	Re-appointment as Director of the Company, who retires by rotation, and being eligible, offers herself for reappointment at the ensuing 49th AGM.
2	Date of Appointment / Change in designation	20thOctober, 2020	NA
3	Term of Appointment	5 years	Retirement by rotation
4	Disclosure of relationships between directors (in case of appointment of director)	None	Dr. Jayashree Arun Firodia is related to following Directors of the Company. 1. Mr. Arun H Firodia 2. Ms. Sulajja Firodia Motwani 3. Mr. Ajinkya A Firodia
5	Affirmation	Based on the information available with us none of these Directors are debarred from holding the office of a director by virtue of any SEBI order or any other such authority.
6	Brief Profile	A professional engineer having around 40 years of rich experience in the Automotive Industry. He was last designated as Joint Managing Director of ZF Steering Gear (India) Ltd.	An eminent pediatrician. M.B.B.S. in first class from B J Medical College in 1966. She has a rich experience in Medical Science and General Management. Currently she is Promoter Director in Kinetic Engineering Limited.

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