NOCIL Ltd — AGM Information 2021

Jul 23, 2021

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23rdJuly,2021
The Secretary	The National Stock Exchange of India Ltd.
The Bombay Stock Exchange Limited	Exchange Plaza
"P J Towers"	Bandra Kurla Complex,
Dalal Street	Bandra ( East )
Mumbai-400 001	Mumbai- 400 051
BSE Code : 500730	Symbol : NOCIL

Sub:- Filing of additional information in the interest of the investors- 5 ~~9~~ [TH] Annual General meeting convened on ~~3~~ [rd] August 2021 .

• (1) NOCIL Ltd has convened its 59[th] AGM on 3[rd] August at 2:30 p.m. ( IST) by video conferencing and the Notice and Explanatory Statement in this regard ( as a part of Annual Report) have been issued to all the shareholders and to all other authorities, as required by the Companies Act, 2013 and the SEBI Listing Regulations , on 9[th] July 2021 by e-mail.

• (2) The said Notice includes a Special Business Agenda Item No- 4 :- ( to be approved by a Special Resolution) for the redesignation of Mr Vilas R Gupte ( currently non-Executive & NonIndependent Director) as an Independent Director for a period of 5 years w.e.f 27[th] May 2021 to 26[th] May 2026.

• (3) It has been brought to our notice that a Proxy advisory firm has forwarded voting recommendation to VOTE AGAINST the Special Business Agenda Item No- 4- Redesignation of Mr Vilas R Gupte as an Independent Director for a period of five (5) years w.e.f 27[th] May 2021 to 26[th] May 2026 at the 59[th] Annual General Meeting of the shareholders of the Company convened on 3[rd] August at 2:30 pm. The reasoning for such negative voting recommendation is based on erroneous considerations to the effect that :

• The length of the tenure is inversely proportionate to the independence of the director ; and

• His appointment as an Independent Director is not in line with the spirit of the law as his overall tenure exceeds ten years on the board.

We differ with the said viewpoints as they have not considered all the facts. While the justification for the said proposal to re-designate Mr V.R Gupte as an Independent Director on the NOCIL Ltd Board has already been abundantly captured by the Explanatory Statement attached to the Notice of the said 59[th] AGM of NOCIL Ltd , we deem it necessary in the interest of investors to provide additional information relating to Mr V.R Gupte, which would help them take an informed decision with respect to the voting on the proposed Special Resolution re-designating him as an Independent Director for a period of five(5) years w.e.f 27[th] May 2021 to 26[th] May 2026.

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In this regard we would like to place on record the following additional details relating to Mr V.R Gupte:

• (1) Mr. Vilas R Gupte is proposed to be redesignated as an Independent Director due to his strong credentials, vast experience , intricate knowledge of the business of the Company and impeccable personal and professional integrity of the highest standard. Mr. Gupte’s redesignation has been recommended by the Nomination & Remuneration Committee of the Board has 75% Independent Directors who in their wisdom considered his stature, credentials and integrity before making their recommendation. His skills and competence extend to Commercial, Finance, Legal, General Management, Domain Industry (Rubber Chemicals) and Sales and Marketing. Mr. Gupte does not represent the founders/promoters and is not related or connected with any other Board member and hence is in the best position to bring balance to the Board with focus and depth of perspective about the Rubber Chemical Industry . He possesses the ability to lead objective board discussions, and, if necessary, drive better decision- making and results. as internal controls, finance, human resources, marketing, tax, and other areas. In his stint of more than 16 years as a Non-Executive Director on the Board he has contributed immensely without any element of bias or favour towards the Promoters. Mr. Gupte has never held any office or place of profit in the company during his term as a NonExecutive Director. Mr. Gupte’s name has been entered in the data Bank of Independent Directors since 7th February 2020 in terms of the Companies ( Creation & Maintenance of Data Bank of Independent Directors) Rules 2019.

• (2) Term of Appointment :-His appointment is in line with the with the spirit of the law as his tenure as an Independent Director does not exceed 5 years, in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. The law has specifically segregated the terms of a Director in his Independent and non-independent capacity and Mr Gupte’s term(s) are compliant with the same.

We would like to mention the investors that the voting recommendations given by proxy firm are as per their internal voting guidelines. Since the redesignation of Mr Vilas R Gupte as an Independent Director is in compliance with the applicable regulations and his continued association will have a definite positive effect over the Company, the Company highly recommends the investors to take the above into consideration while deciding their voting on the said resolution.

We request you to kindly take the above additional information on record.

For NOCIL Limited

AMIT Digitally signed by AMIT KUNDAN KUNDAN VYAS Date: 2021.07.23 VYAS 17:32:34 +05'30'

Amit K. Vyas Assistant Vice president (Legal) & Company Secretary

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