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SPML Infra Limited Proxy Solicitation & Information Statement 2023

Mar 30, 2023

62612_rns_2023-03-30_f855c63f-a308-47f2-a6ec-dec6385f7bcb.pdf

Proxy Solicitation & Information Statement

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30[th] March, 2023

To, National Stock Exchange Exchange Plaza, Plot No. C/1, G Block, Bandra (E), Mumbai-400051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001

(NSE Scrip Code: SPMLINFRA) (BSE Scrip Code: 500402)

- Sub: Postal Ballot Notice (only through remote e voting only) Intimation under Regulation 30

Dear Sirs,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of Postal Ballot together with Explanatory Statement sent to the members of the Company whose names appeared on the Register of Members/List of Beneficial Owners as on Cut-off date i.e. Friday, 24[th] March, 2023

The copy of the above Notice is also available on the website of the Company at www.spml.co.in

Kindly take the above on record.

Thanking you,

For SPML Infra Limited

Swati Digitally signed by Swati Agarwal Date: 2023.03.30 Agarwal 14:24:49 +05'30'

Swati Agarwal Company Secretary

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SPML INFRA LIMITED

CIN : L40106DL1981PLC012228

Registered Office : F 27/2, Okhla Industrial Area, Phase II, New Delhi – 110020

Tel.: 011-26387091 I E-mail: [email protected] I Website: www.spml.co.in

POSTAL BALLOT NOTICE

(Pursuant to Provision of Section 110 of the Companies Act, 2013)

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) as amended, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022issued by the Ministry of Corporate Affairs (“MCA”) (“ MCA Circulars ”),applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and regulations, that the Company seeks approval of the Members, viaPostal Ballot through remote e-votingprocess only (“ e-voting ”).

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 pertaining to the said resolution setting out the material facts and the reasons thereof form part of this Postal Ballot notice (the “ Postal Ballot Notice ”). The Notice will also be placed on the website of the Company at www.spml.co.in and the website of NSDL. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively.

In compliance with aforesaid MCA Circulars, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of Section 108 and 110 of the Companies Act, 2013 read with the Rules 20 and 22 of the Rules as amended from time to time and Secretarial Standard-2 on General Meetings, this Postal Ballot Notice is being sent through electronic mode only tothose Members whose e-mail addresses are registered with the Company or Depositories or Depository Participant or the Company’s Registrar and Share Transfer Agent (RTA), MaheshwariDatamaticsPvt. Ltd. The Company has provided e-voting facility to its Members to cast their vote electronically. The instructions for remote e-voting are appended to this Postal Ballot Notice.

The Company has appointed Mr. Tumul Maheshwari, Practising Company Secretary (Membership No. 16464) to act as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder.

Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.

The Members shall exercise their right to vote on the matters included in the Notice of Postal Ballot by electronic means i.e. through e-voting services provided by NSDL. The e-voting period commences on Saturday, 01st April, 2023 at 09.00 A.M. IST and ends on Sunday,30th April, 2023 at 05.00 P.M. IST. Members are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 05.00 P.M. IST on Sunday,30th April, 2023. Remote e-voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman or in his absence, any other person authorised by him, after completion of scrutiny of the votes. The results of the voting by Postal Ballot (through remote e-voting process) along with the Scrutinizer’s report will be announced not later than 48 hours from the conclusion of the e-voting. The results of the Postal Ballot will be posted on the Company’s website at www.spml.co.in and the website of NSDL. The results will also be intimated to NSE and BSE, where the equity shares of the Company are listed

(1)

RESOLUTIONS

SPECIAL BUSINESS

1. Appointment of Ms. Arundhuti Dhar (DIN: 03197285) as an Independent Director of the Company

To consider, and if thought fit, to pass as a SPECIAL RESOLUTION the following:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, as amended from time to time, read with Schedule IV to the Act, and applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company and on the recommendation of Nomination and Remuneration Committee, Ms. Arundhuti Dhar (DIN: 03197285), who was appointed as an Additional Director of the Company in the independent category with effect from 13th February, 2023 by the Board of Directors, and who qualifies for being appointed as an Independent Director and meets the criteria of independence under Section 149(6) of the Companies Act, 2013 read with the Regulation 16(1)(b) of the Listing Regulations, as amended from time to time, and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a term of 5 (five) consecutive years with effect from 13th February, 2023 upto 12th February, 2028.

RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

Place: Kolkata Date: 27th March, 2023

By order of the Board of Directors For SPML Infra Limited sd/Swati Agarwal Company Secretary

NOTES:

  • 1) The explanatory statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts and the reasons for the proposed resolution is annexed hereto and forms part of this notice.

  • 2) In line with the MCA and SEBI Circulars, the Company is sending this Postal Ballot Notice to the Members in electronic form only. Accordingly, the communication of assent or dissent of the Members would take place through remote e-voting system only.

  • 3) The Postal Ballot Notice is being sent via email only to the Members of the Company, whose names appear in the Register of Members or the list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, 24th March, 2023 (“cut-off date”). Any person who is not a Member as on the cut-off date should treat this Postal Ballot Notice for information purposes only.

  • 4) A copy of this Postal Ballot Notice is also available on the Company’s website at www.spml.co.in, the relevant sections on website of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively, and on the website of the NSDL www.nsdl.co.in.

  • 5) Resolution passed by the Members through postal ballot is deemed to have been passed as if it has been passed at a General Meeting of the members.

  • 6) The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company website www.spml.co.in and on the website of NSDL www.nsdl.co.in, and on website of the Stock Exchanges i.e. BSE and NSE.

  • 7) The remote e-voting period begins on Saturday, the 01st April, 2023 at 09:00 A.M. and ends on Sunday, 30th April, 2023,at 05:00 P.M. During this period the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) 24th March, 2023 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 24th March, 2023.

(2)

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in DEMAT mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in DEMAT mode are allowed to vote through their DEMAT account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their DEMAT accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in DEMAT mode is given below:

Type of shareholders Login Method Login Method
Individual
Shareholders
holding
securities in DEMAT mode with
NSDL.
1.
2.
3.
4.
Existing IDeAS user can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a
mobile. On the e-Services home page click on the “Beneficial Owner
icon under “Login” which is available under ‘IDeAS’ section , this
will prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services
under Value added services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you will be
re-directed to e-Voting website of NSDL for casting your vote during
the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/either on a Personal
Computer or on a mobile. Once the home page of e-Voting system
is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit DEMAT account number
hold with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you will be
redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.

(3)

Individual
Shareholders
holding
securities in DEMAT mode with
CDSL
1.
2.
3.
4.
Existing users who have opted for Easi / Easiest, they can login through
their user id and password. Option will be made available to reach
e-Voting page without any further authentication. The URL for users
to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/
loginor www.cdslindia.comandclick on New System Myeasi.
After successful login of Easi/Easiest the user will be also able to see the
E Voting Menu. The Menu will have links ofe-Voting service provider
i.e. NSDL. Click onNSDLto cast your vote.
If the user is not registered for Easi/Easiest, option to register is available
athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
Alternatively, the user can directly access e-Voting page by providing
DEMAT Account Number and PAN No. from a link inwww.cdslindia.
comhome page. The system will authenticate the user by sending OTP
on registered Mobile & Email as recorded in the DEMAT Account. After
successful authentication, user will be provided links for the respective
ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders (holding
securities in DEMAT mode) login
through their depository participants
You can also login using the login credentials of your DEMAT account
through your Depository Participant registered with NSDL/CDSL for
e-Voting facility. Upon logging in, you will be able to see e-Voting option.
Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in DEMAT mode for any technical issues related to login through Depository i.e. NSDL and CDSL

through Depository i.e. NSDL and CDSL
Login type Helpdesk details
Individual Shareholders holding securities in
DEMAT mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] call at
toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in
DEMAT mode with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at helpdesk.evoting@cdslindia.
comor contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
4. Your User ID details aregiven below :
Manner of holding shares i.e. DEMAT Your User ID is:
(NSDL or CDSL) or Physical
a)
For Members who hold shares in
8 Character DP ID followed by 8 Digit Client ID
DEMAT account with NSDL. For example if your DP ID is IN300 and Client ID is 12***
then your user ID is IN30012***.

(4)

5.
6.
7.
8.
9.
b)
For Members who hold shares in
DEMAT account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12** then your
user ID is 12**
c)
For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered with the
company
For example if folio number is 001 and EVEN is 101456 then user
ID is 101456001
Password details for shareholders other than Individual shareholders are given below:
a)
If you are already registered for e-Voting, then you can user your existing password to login and cast
your vote.
b)
If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c)
How to retrieve your ‘initial password’?
(i)
If your email ID is registered in your DEMAT account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii)
If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a)
Click on “Forgot User Details/Password?”(If you are holding shares in your DEMAT account with NSDL
or CDSL) option available on www.evoting.nsdl.com.
b)
Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.
evoting.nsdl.com.
c)
If you are still unable to get the password by aforesaid two options, you can send a request atevoting@
nsdl.co.inmentioning your DEMAT account number/folio number, your PAN, your name and your
registered address etc.
d)
Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Votingwill open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

(5)

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-voting” tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Question (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 18001020 990 and 1800 22 44 30 or send a request to toMr. Pratik Bhatt (022-24994738), Ms. Pallavi Mhatre (022-24994545) or Mr. Amit Vishal (022-24996360)at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] or [email protected]

  2. In case shares are held in DEMAT mode, please provide DPID-CLID (16digit DPID + CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected] or [email protected].

  3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  4. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  5. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their DEMAT account in order to access e-Voting facility.

(6)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 SETTING OUT THE MATERIAL FACTS FOR THE PROPOSED SPECIAL RESOLUTION ACCOMPANYING THE POSTAL BALLOT NOTICE

Item No. 1

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 13th February, 2023 appointed Ms. Arundhuti Dhar (DIN: 03197285), as an Additional Director in independent category with effect from 13th February, 2023for the term of 5 (five) consecutive years to hold office from 13th February, 2023to 12th February, 2028 subject to the approval of Shareholders.

In accordance with provisions of Regulation 17(1C) read with Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”), appointment of an Independent Director shall be approved by the Members of the Company by way of a special resolution at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier.

Ms. Arundhuti Dhar, is a Business Leader with diverse experience in HR, Banking, Finance, Trade, Infrastructure and Property Management with sound knowledge of EPC Sector. She has held key positions in American Express Bank, HDFC Bank and IL&FS Property Management Ltd. She is also having her own business in Property and Title audits along with impactful work for empowerment of the underprivileged.

In terms of Section 161(1) of the Companies Act, 2013, Ms. Arundhuti Dhar holds office upto the date of the next General Meeting of the Company and is eligible for appointment as a Director, not liable to retire by rotation. The Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Arundhuti Dhar for the office of Independent Director of the Company.

The Company has received from Ms. Arundhuti Dhar(i) consent to act as Director, if appointed, in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013 and (iii) declaration to the effect that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act, Rules thereunder and under the Listing Regulations.

In the opinion of the Board Ms. Arundhuti Dhar is a person of integrity, possess relevant expertise/experience and fulfills the conditions as specified in the Companies Act 2013 and SEBI Listing Regulations for appointment as an Independent Director as she is independent to the management. She is not related to any other director of the Company.

The terms and conditions of the appointment of the Independent Director are available for inspection by members in electronic mode.

Other details in respect of an appointment of Directors in terms of Regulation 36(3) of the SEBI (LODR) Regulations, 2015, are annexed to this notice.

Except the appointee, none of the other Directors/Key Managerial Personal of the Company / their relatives is, in any way or manner, concerned or interested, financially or otherwise, in the resolutions set out at Item No. 1 of the Notice.

The Board recommends the Special Resolution as set out in item No. 1

Place: Kolkata Date: 27th March, 2023

By order of the Board of Directors For SPML Infra Limited sd/Swati Agarwal Company Secretary

(7)

Annexure

Additional Information on director recommended for appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Obligations and Disclosure Requirements) Regulations, 2015
Name Ms. Arundhuti Dhar
DIN 03197285
Date of Birth & Age 21.06.1973 (49)
Date of First Appointment on the Board of the Company 13.02.2023
Qualification Bachelor in Political Science (Hons.) with Economics &Maths
Brief Resume and Expertise in specific functional area Ms. Arundhuti Dhar is having 29 years of experience
HR, Banking, Finance, Trade, Infrastructure and Property
Management with sound knowledge of EPC Sector. Presently,
she is engaged in her own business in Property and Title
audits along with impactful work for empowerment of the
underprivileged
Terms and Conditions of appointment/Reappointment Being appointed as independent director of the Company for a
term of five years not liable to retire by rotation.
Relationship with other Directors/ KMP of the company Not related to any Director/ Key Managerial Personnel of the
Company
Directorship held in other Listed Companies Eveready Industries India Ltd.
Membership/Chairmanship of Committees of Other Board Name of the
Company
Eveready
Industries India
Ltd
Name of the
Committee
Chairman/
Member
Audit Committee
Member
Stakeholder
Relationship
Committee
Member
Corporate Social
Responsibility
Committee
Member
Shareholding in the Company Nil
Name of the listed entities from which the person has resigned
in the past three years (excluding foreign Companies)
1.
Williamson Magor& Co. Ltd.
2.
Kilburn Engineering Ltd.
3.
Mcnally Bharat Engg Co. Ltd.
4.
McleodRussel India Ltd
5.
Williamson Financial Services Ltd.
The skills & capabilities required for the role and manner in
which the proposed persons meets such requirements
Ms. Arundhuti Dhar being experience inHR, Banking, Finance,
Trade, Infrastructure and Property Management with sound
knowledge in EPC Sector, has requisite skills and expertise as
required on the Board of the Company.

(8)