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SIS LIMITED — Board/Management Information 2021
Jul 28, 2021
60900_rns_2021-07-28_37244add-ab2d-4d07-a03e-29a44b0fd4b4.pdf
Board/Management Information
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Date: July 28, 2021
National Stock Exchange of India Limited BSE Limited Exchange Plaza Phiroze Jeejeebhoy Towers C-1, Block G, Bandra Kurla Complex, Dalal Street Bandra (E), Mumbai-400051 Mumbai-400001 Company Symbol: SIS Company Code: 540673
Dear Sir/Madam,
Sub: Outcome of the Board meeting held on July 28, 2021
This is to inform you that the Board of Directors of SIS Limited (“ Company ”) at its meeting held today, July 28, 2021, has, inter-alia transacted the following items of business:
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Approved the un-audited financial results (standalone and consolidated) for the quarter ended June 30, 2021;
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Based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Rajan Verma (DIN: 09243467) as an Additional Director (Independent) of the Company. Mr. Verma is the ex-Chief Labour Commissioner of the Government of India and he retired from the Government in May 2020. We hereby affirm that Mr. Verma is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
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Based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Ajay Relan (DIN: 00002632) as an Additional Director (Independent) of the Company. Mr. Relan is a seasoned and experienced private equity professional who was an Investment banker with Citibank and also founded and ran a successful private equity fund. We hereby affirm that Mr. Relan is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
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Approved the constitution of an Advisory Board to provide strategic inputs and advise on implementation of best practices to the Board of the Company and appointed Mr. Thomas Fredrik Berglund and Mr. Haakan Gustaf Oscar Winberg as members of the Advisory Board. Mr. Berglund was President and Chief Executive Officer of Securitas AB, Stockholm, Sweden, one of the largest global security companies, for 14 years and has a rich experience of 30 years in the field of Security business. Mr. Winberg was the Chief Financial Officer and Executive Vice President and Member of Group Management of Securitas AB, Stockholm, Sweden, one of the largest global security companies.
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Approved amendments to existing policies, adoption of new policies and procedures and changes in the terms of reference of the Stakeholders Relationship Committee as a part of periodic review of its policies and governance practices:
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a) Whistle Blower Policy
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b) Policy on disclosure of conflict
SIS Limited
(Formerly Security and Intelligence Services (India) Limited)
Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801
CIN: L75230BR1985PLC002083
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c) Policy on handling of investor Grievance
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d) Policy on stakeholder relationships
The above policies and procedures will be made available on the website of the Company at https://sisindia.com/investors/policies-and-code-of-conduct/
Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, we have enclosed the unaudited financial results (standalone and consolidated) for the quarter ended June 30, 2021 along with the limited review report issued by the Statutory Auditors.
A copy of the Press Release being issued in respect of the aforesaid financial results and the Earnings Note for the quarter ended June 30, 2021 are also enclosed. The same will be made available on the Company’s website www.sisindia.com.
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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 Directors, are enclosed as ‘ Annexure - A ’ to this letter.
A brief profile of the members of the Advisory Board is enclosed in ‘ Annexure – B ’.
The meeting commenced at 03:00 p.m. and concluded at 05:45 p.m.
We request you to take the above information on record.
Thanking you.
Yours Faithfully,
For SIS Limited
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Pushpalatha K
Company Secretary
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(Formerly Security and Intelligence Services (India) Limited)
SIS Limited
Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801
CIN: L75230BR1985PLC002083
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Annexure – A
| Sl. No. | Particulars | Response(s) | Response(s) |
|---|---|---|---|
| 1. | Reason for change | Mr. Rajan Verma (DIN: 09243467) has been appointed as an Additional Director (Independent) of the Company subject to approval of the Shareholders. |
Mr. Ajay Relan (DIN: 00002632) has been appointed as an Additional Director (Independent) of the Company subject to approval of the Shareholders. |
| 2. | Date of appointment & term of appointment |
July 28, 2021 Mr. Verma will hold office upto the date of the next annual general meeting of the Company |
July 28, 2021 Mr. Relan will hold office upto the date of the next annual general meeting of the Company |
| 3. | Brief profile | Enclosed as A(1) | Enclosed as A(2) |
| 4. | Disclosure of relationships between directors |
Mr. Verma is not related to any Director of the Company. |
Mr. Relan is not related to any Director of the Company. |
(Formerly Security and Intelligence Services (India) Limited)
SIS Limited
Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801
CIN: L75230BR1985PLC002083
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Annexure – A(1)
Brief profile of Mr. Rajan Verma
Mr. Verma holds a bachelor’s degree in law from Kanpur University, master’s degree in commerce and Post Graduate Diploma in Labour Law from Gorakhpur University, and Post Graduate Diploma in Industrial Relations and Personnel Management from Rajendra Prasad Institute of Communication and Management Bhartiya Vidya Bhawan Mumbai.
Mr. Verma served as the Chief Labour Commissioner, Central New Delhi from January 1, 2019 to May 31, 2020 and held various positions at Organised Group “Ä” Service with the Ministry of Labour and Employment, Government of India for a period of almost 30 years from the year 1987 to 2017. He has a rich experience of over 34 years in the areas of industrial, labour and related laws and possesses an in depth knowledge of enforcement of various provisions of the Industrial Laws. He advised and assisted the Ministry in the interpretation of provisions of various Industrial Laws viz., Contract Labour Regulation and Abolition Act, Industrial Disputes Act, Factory Act.
His significant contribution in the field of law includes maintenance of smooth industrial relation by having consistent effective communication between administration, trade unions and workers. He has successfully managed timely disposal of applications and cases as QuasiJudicial Authority providing timely relief to Industrial units and its workers as a Conciliation Officer and has played an instrumental role in handling grievances which included consultation with employees and administration in respect of disciplinary matters on various occasions arising out of industrial conflict and unrest. Under his leadership, 7,976 number of industrial disputes were disposed off effectively under the Industrial Disputes Act, 461 strike calls by the unions were averted and 946 awards of Central Government Industrial Tribunal were implemented and under other Industrial laws 8,006 cases were disposed.
Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801
SIS Limited (Formerly Security and Intelligence Services (India) Limited)
CIN: L75230BR1985PLC002083
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Annexure – A(2)
Brief profile of Mr. Ajay Relan
Mr. Relan holds a bachelor’s degree in Economics from Delhi University and Post Graduate in Finance and Marketing from Indian Institute of Management, Ahmedabad.
Mr. Relan is an experienced Private Equity professional with over three decades of full life cycle investment experience, across several sectors, including exit experience of returning more than a billion dollars and serving on several private and listed Boards. He started his career in the year 1976 as an Investment banker with Citibank serving across India, the Middle East, and Europe and returned to India in 1993 to head Citi's publicly listed company Citicorp Securities and Services Limited. He also served as a Director on the Board of several companies during the period between 1995 and 2008. In the year 2008, he ventured on his own to form CX Capital Partners, an independent India focused private equity fund and served as Partner/Chairman. At present, he is serving as founder, partner of Xponentia Capital Partners.
His significant contribution in the area of private equity includes building of franchise with total investments spanning over 70 companies and USD 1 billion in Assets under Management. He has successfully accomplished several investments across industries like Lupin in healthcare, Yes Bank in banking, Suzlon in renewable energy, GMR in infrastructure, HT Media in print and radio media, and I-flex in the IT sector, etc. He has played an instrumental role in bringing successful IPOs for several companies like Thyrocare, Ujjivan, SIS. Recently, he has raised 250 Mn USD funds for domestic (India) capital first.
Other than being a private equity professional, he is passionate in philanthropic activities and business mentoring in his leisure time. He has built the Vidya Comfort Academy, a school for underprivileged children located in Gurugram, serves as a trustee of the American Indian Foundation and is also a member of the Investment Committee of SHE Capital. He also serves on the advisory board of Trident, Capri Global Financial Services and HT Media.
Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801
SIS Limited (Formerly Security and Intelligence Services (India) Limited)
CIN: L75230BR1985PLC002083
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Annexure – B
Brief profile of Mr. Thomas Fredrik Berglund
Mr. Thomas Fredrik Berglund graduated in 1978 from the Stockholm School of Economics.
Mr. Berglund is a Swedish corporate executive. He has a rich experience of 30 years in the field of Security business. He started his career as an advisor to the Swedish Government. He was appointed as knight of the honorary French legion by the French president Jacques Chirac in the year 2006. He was President and Chief Executive Officer of Securitas for 14 years till April 2007. He was Chairman of Eltel Networks for 4 years till 2012 and also Chairman of Securitas Direct. He also held the position of Deputy Chairman of ISS A/S from 2014 to 2020 and at AcadeMedia since 2017. He was President and Chief Executive Officer of hospital group Capio for 10 years, till 2018.
His significant contribution includes Securitas becoming the world's largest security company post its acquisition of Pinkerton for $384 million under his leadership in the year 1999. He also acquired two more American security firms for $202 million in cash in the year 1999. In 2012, Mr. Berglund was awarded with the Lifetime Achievement Award by the security trade magazine Detektor.
Brief profile of Mr. Haakan Gustaf Oscar Winberg
Mr. Hakan Winberg graduated in 1981 from the University of Lund, Sweden and has a rich experience of 40 years in the field of finance and investments.
He started his career in 1981 as an auditor in PwC, Malmö, Sweden. In 1983, he joined Investment AB Skrinet, Malmö, Sweden (a listed Investment Company on the Swedish Stock Exchange) as Controller. In 1985, he joined Securitas AB, Stockholm, Sweden (a listed company on the Swedish Stock Exchange) as Chief Financial Officer and Executive Vice President and Member of Group Management. From 2008 till 2015, he was with Capio AB, Stockholm, Sweden as Chief Financial Officer and Executive Vice President and Member of Group Management and has played an instrumental role in Capio’s IPO. Capio is a listed company on the Swedish Stock Exchange since 2015.
Mr. Winberg has Board experience of almost 11 years. He was Chairman, member of the Board and Audit Committee of several companies including JOBMeal AB, Stockholm, Sweden, Doctrin AB, Sweden, Doconline, Bangalore, India, Great Security AB, Malmö, Sweden, Capio AB, Gothenburg, Sweden, Broadcast Text International (now BTI studios), Stockholm, Sweden, Poolia, Stockholm, Sweden, etc.
In addition, Mr. Winberg is an Honorary Member of the Council for the Swedish Chamber of Commerce in the UK and also an Ambassador for the University of Lund. He is a member of the advisory board for the Faculty of Finance of the University. He has done Military training in Sweden from 1977 – 1979 and was a Captain in the Swedish Armed Forces Reserve. He is also the author of the book “Approximately Right”.
(Formerly Security and Intelligence Services (India) Limited)
Address for correspondence: #106, 1[st] Floor, Ramanashree Arcade, 18 MG Road, Bangalore- 560 001, Karnataka Registered office: Annapoorna Bhawan, Patliputra Telephone Exchange Road, Kurji, Patna 800 010 Bihar Website: www.sisindia.com Tel: +91 80 2559 0801
SIS Limited
CIN: L75230BR1985PLC002083