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Quess Corp Limited Board/Management Information 2020

Aug 31, 2020

61817_rns_2020-08-31_c9842685-0e0d-458b-973a-4b34c19c4861.pdf

Board/Management Information

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August 31, 2020

The General Manager Department of Corporate Services, BSE Limited, }st Floor, New Trading Ring, Rotunda Building, PJ Towers, Dalal Street, Mumbai - 400 001

Security Code - 539978

The Manager Department of Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 001

NSE Symbol - QUESS

Dear Sir/ Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to inform that the Board of Directors at its meeting held today i.e. August 31, 2020, inter-alia, considered and approved the following matters.

    1. Based on the recommendations made by the Nomination and Remuneration Committee of the Company, the Board has considered and approved the following:
  • (a) Noting of the retirement of Mr. Pratip Chaudhuri (DIN: 00915201) and Mr. Pravir Kumar Vohra (DIN: 00082545), Non-Executive Independent Directors at the ensuing Annual General Meeting(" AGM").
  • (b) Appointment of Mr. K. R. Girish (DIN: 07178890) as an Additional Director and proposed to be appointed as Director (Category: Non-Executive Independent) of the Company, to hold office for a term of 5 (five) years, subject to the approval of the shareholders at the ensuing AGM.
  • (c) Appointment of Mr. Gaurav Mathur (DIN: 00016492) as an Additional Director and proposed to be appointed Director (Category: Non-Executive Independent) of the Company, to hold office for a term of 5 (five) years, subject to the approval of the shareholders at the ensuing AGM.
  • (d) Reappointment of Ms. Revathy Ashok (DIN: 00057539), Non-Executive Independent Director of the Company, to hold office for a second term of 5 (five) consecutive years, subject to the approval of the shareholders by way of special resolution at the ensuing AGM.
  • (e) Reappointment of Mr. Sanjay Anandaram (DIN: 00579785), Non-Executive Independent Director of the Company, to hold office for a second term of 5 (five) consecutive years, subject to the approval of the shareholders by way of special resolution at the ensuing AGM.

Quess Corp Limited

Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

The details as required under Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD/ 4/ 2015 dated September 9, 2015, including the brief profile of the above Directors, are given in Annexure - 'I' to this letter.

    1. Approved amendment in the Board's report to include details relating to appointment/reappointment of the Independent Directors as per Section 149 (10) of the Companies Act, 2013.
    1. Approved revised notice of the AGM and has scheduled 13th AGM to be held on Tuesday, September 29, 2020 at 03.30 P.M. (IST) through Video Conferencing/Other Audio-Visual Means.
    1. Reconstitution of the following Committees of the Board of Directors due to change in the Board of Directors of the Company:

Post reconstitution, the composition of the various Committees of the Company will be as follows:

Audit Committee

SNo. Name of the Member Designation Category
1. Mr. K. R. Girish Non-Executive Independent Director Chairperson
2. Ms. Revathy Ashok Non-Executive Independent Director Member
3. Mr. Sanjay Anandaram Non-Executive Independent Director Member
4. Mr. Gaurav Mathur Non-Executive Independent Director Member
5. Mr. Chandran Ratnaswami Non-Executive Director Member
-
6.		 Mr. Gopalakrishnan Non-Executive Director Member
Soundarajan

C orporate Social Responsibility Committee

SNo. Name of the Member Designation Position
1. Ms. Revathy Ashok Chairperson Chairperson
2. Mr. Ajit Isaac Member Member
3. Mr. Gaurav Mathur Member Member

The Notice of the AGM and the record/book closure date will be intimated separately.

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

Thanking you,

Yours sincerely, FOR QUESS CORP LIMITED

<.#' KUNDAN ~ K LAL

COMPANY SECRET ARY AND

Quess Corp Limited Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

ANNEXURE-1

Name of Director Mr. K. R. Girish Mr. Gaurav Mathur
DIN 07178890 00016492
Reason for change
viz. appointment,
resignation,
removal, death or
otherwise		 Appointment of Mr. Girish as an
in
Additional
Director
the
capacity
of
Non-Executive
Independent
Director
of
the
Company, to hold office for a
term of 5 (five) years.		 Appointment of Mr. Gaurav as an
Additional Director in the capacity
of
Non-Executive
Independent
Director of the Company, to hold
office for a term of 5 (five) years.
Date
of
Appointment/
Cessation
(as
applicable)
&
term
of
appointment		 August 31, 2020, for a term of 5
(five) years.		 August 31, 2020, for a term of 5
(five) years.
Brief Profile
Quess Corp t imite-		 He is a fellow member of the
Indian
Institute
of
Chartered
Accountants and a law graduate
from
Karnataka
State
Law
University.
He
is
also
an
associate
member
of
the
Australian Taxation Institute. He
holds a Post Graduate Diploma
in Taxation practice from M S
University, Baroda.
He
has
over
35
years
of
experience, including 18 years at
KPMG (1997 to 2015) as Partner
and Head of Tax for South India
and
National leader for
Tax
Dispute
Resolution
practice.
Since then, he has been with
Baker Tilly DHC, Leap Ridge
Advisors LLP heading the Tax &
Regulatory advisory practice.
Presently, he is the owner of
M/ s. KR Girish and Associates,
Chartered accountants and has
substantial
experience
m
advising on Transfer Pricing and
related issues.
-----~------------~~--~-~----
He is also a founder member and		 He is the Founder Director at
In Vent
long
term
Capital,
a
oriented investment firm and the
CEO of Digital Gold India Private
Limited, a leading digital gold
platform.
Prior to this, he has more than 15
years of experience in the private
equity industry with India Equity
Partners, as a co-founder and at
JPMorgan, as a Principal. He has
served as a Director, representing
on
investors,
the
boards
of
numerous companies, including
Jubilant
Foodworks,
Manappuram
Finance,
Piramal
Glass, Innovative Foods and MTR
Foods.
He has a Post Graduate Diploma
in Management (MBA) from the
Indian Institute of Management,
Ahmedabad
and
a
BA
in
Economics (Honours) from Delhi
Known for being a
University.
pioneer in the Private Equity space
in India, he brings a background of
astute investing, nurturing and
growing companies and creating
-
-
-
~

Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

on
Director
the
Board
of		 tremendous
value
for
International Tax Research and shareholders over the years.
Analysis
Foundation (ITRAF),
an independent and exclusive
forum for tax policy research,
analysis and support conducting
research
and
on
analysis
important tax matters including
those relevant to India.
Relationship with None of the Directors are related None of the Directors are related
other
Directors		 other
to
each
personally,		 other
to
each
personally,
andKMPs financially or otherwise. financially or otherwise.
Name of Director Ms. Revathy Ashok Mr. Sanjay Anandaram
DIN 00057539 00579785
Reason for change
viz. appointment,
resignation,
removal, death or
otherwise		 At the Extra-Ordinary General
Meeting held on December 23,
was
2015,
Ms.
Revathy
appointed as an Independent
Director of the Company for a
term of 5 consecutive years up to
the conclusion of the AGM of the
Company scheduled to be held
in the year 2020.		 At the Extra-Ordinary General
Meeting held on December 23,
2015, Mr. Sanjay was appointed
as an Independent Director of
the Company for a term of 5
up
consecutive
years
to
the
conclusion of the AGM of the
Company scheduled to be held
in the year 2020.
approved
The
Board
the
reappointment of Ms. Revathy,
as Non-Executive Independent
Director of the Company, for a
second term of 5 (five) years with
effect from the conclusion of
ensuing AGM, subject to
the
approval of the shareholders by
way of Special Resolution.		 approved
The
Board
the
reappointment of Mr. Sanjay, as
Non-Executive
Independent
Director of the Company, for a
second term of 5 (five) years with
effect from the conclusion of
ensuing AGM, subject to the
approval of the shareholders by
way of Special resolution.
Date
of
Appointment/
Cessation
(as
applicable) & term
of appointment		 Reappointment for the second
term as Independent Director
will commence on the conclusion
of
the
ensuing
AGM,
i.e.,
September 29, 2020.		 Reappointment for the second
term as Independent Director
on
will
commence
the
conclusion of the ensuing AGM,
i.e., September 29, 2020.
Brief Profile She
has
over
30
years
of
experience in the field of General
and
Management,
finance,
strategy.
She
last
served
as
Managing Director of Tishman
and
Speyer
India
currently		 He holds a Bachelor's degree in
from
Electrical
Engineering
Jadavpur University in Kolkata
and a Post Graduate Diploma in
Management from the Indian
Institute
of
Management,

Quess Corp ;..,;t .. rt Quess House. 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

serves on the Board of leading
listed and public companies. She
held
has
senior
leadership
positions in global corporations
such as the CFO at Syntel Inc.,
Director
of
Business
Development and
at
Finance
Tyco Electronics Group among
others. She is an angel investor,
advisor and mentor to start-ups.
She holds a Bachelor's degree in
Science
from
Bangalore
University and a Post Graduate
Diploma in Management from
Indian
the
Institute
of		 Bangalore. He has over 30 years
Indian
and
of
international
experience
as
a
corporate
executive,
entrepreneur,
investor, teacher and advisor to
funds and entrepreneurs
Management,
Bangalore.
She
was nominated as one of the
women achievers
by CII
for
Southern India in 2011.
Relationship with None of the Directors are related None of the Directors are related
other
Directors		 to
each
other
personally,		 to
each
other
personally,
and KMPs financially or otherwise. financially or otherwise.

Pursuant to the BSE circular No. LIST/ COMP/ 14 / 2018-19 dated June 20, 2018, we hereby affirm that None of the aforementioned Directors are debarred from holding the office of Director by virtue of any Securities Exchange Board of India order or any other such authority.

Quess Corp Limited Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

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