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SRF Ltd. — Board/Management Information 2022
May 9, 2022
61903_rns_2022-05-09_dc29772c-a3ee-4eb1-b12b-86964b4835ba.pdf
Board/Management Information
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The Corporate Relationship Department, BSE Limited 15! Floor, New Trading Ring Rotunda Building, P.J. Towers Dalal Street, Mumbai 400 001
a+rs sorr.a~SF RF "Exchange Plaza" Bandra-Kurla Complex Bandra (E) Mumbai 400 051
Scrip Code-SRF
Scrip Code- 503806
SRFISECIBSE/NSE
09.05.2022
Dear Sir,
Sub: Change in the Board of Directors of the Company
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i. Appointment of Mr. Raj Kumar Jain as an Additional Director (Independent) of the Company.
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ii. Resignation of Mr Vellayan Subbiah as an Independent Director of the Company. iii. Appointed Mr Vellayan Subbiah as an Additional Non Executive Non-Independent Director of the Company liable to retire by rotation.
In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") read with Part A of Schedule Ill of the Listing Regulations, we wish to inform you that the Board of Directors have at its meeting held today i.e. May 09, 2022, inter alia, approved:
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a. Appointment of Mr. Raj Kumar Jain (DIN: 01741527) as additional Director (Independent), based on the recommendation of the Nomination and Remuneration Committee of the Company for a term of 5 years with effect from May 9, 2022, subject to the approval of the Members of the Company at the forthcoming annual general meeting.
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b. Noted resignation of Mr Vellayan Subbiah (DIN: 01138759) as an Independent Director of the Company from the closing of business hours of May 09, 2022. (Letter Enclosed)
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c. Approved the appointment of Mr Vellayan Subbiah ( DIN: 01138759) as an Additional Non Executive Non-Independent Director of the Company liable to retire by rotation with effect from May 10, 2022, based on the recommendation of the Nomination and Remuneration Committee of the Company, subject to the approval of the Members of the Company at the forthcoming annual general meeting
Further, the Company has received confirmation from Mr. Vellayan Subbiah, that:
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There are no material reasons for his resignation as an independent director other than those provided in the resignation letter dated May 2, 2022
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The details of directorship and membership of Board Committees in other listed entities of Mr. Vellayan Subbiah are as mentioned in his resignation letter dated May 02, 2022.
SRF LIMITED
Block-C Sector-45 Gurugram 122 003 Haryana India Tel: + 9 1 - 1 2 4 4354400 Fax; + 9 1 124-4354500 E mail: [email protected] Website: www.srf.con
Regd. Office: Unit No. 236 8 237, 2n Floor D L F Galleria, Mayur Place /Noida tink Road Mayur Vihar Phase-1 Extension Delhi 110091
Identity No. L18101DL1970PLC005197 used by recipients for its intended purpose only.
SRF - General [Restricted use] - This mail, document can
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SF I Further, in compliance with SEBI directives dated June 14, 2018 to the Stock Exchanges, NSE Circular No. NSE/CMU2018/02 dated June 20, 2018 and BSE Circular NO. LIST/COMP/14/2018-19 dated June 20, 2018, this is to affirm that Mr Vellayan Subbiah and Mr. Raj Kumar Jain has not been debarred from holding the office of Director by virtue of any SEBI order or any other such authority.
Details as required under Regulation 30 of the Listing Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure A.
The meeting of Board of Directors commenced at 11:00 a.m. and concluded at 3.25 p.m.
Kindly take the above on record
Yours faithfully, forSRFL�
RAJAT LAKHANPAL VP (CORPORATE COMPLIANCE) & COMPANY SECRETARY
Encl:
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a. Annexure A
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b. Resignation letter
SRF LIMITED
Block-C Sector-45 Guru9ram 122 003 Haryana India Tel: 4+91 124 4354400 Fax: +91-124-4354500
E-mail: [email protected] Website: www.srf.com
Regd. Office: Unit No. 236 8 237, 2nd Floor DEF Ga eria, Mayur Place Noida Link Road
Mayur Vihar Phase-1 Extension Delhi 110091
Corporate Identity No. L18101DL1970PLC005197
SRF • General [Restricted use] - This mail, document can be used by recipients for its intended purpose only.
n Obi E
Disclosure ursuant to Re ulation 30 of the Securities and Exchan e Board of India n Obi and Disclosure Requirements) Regulations, 2015 relating to the changes in directors of SRF Limited_("the Company")
| Resignation of Mr. | Resignation of Mr. | Resignation of Mr. | Veayan | Veayan | Veayan | Subbiah as an Independent Director | |
|---|---|---|---|---|---|---|---|
| a. | Reason | for | change | Resignation of Mr. Velayan Subbiah as an Independent Director(DIN: | |||
| viz. appointet resignation, remal, |
0118759)of the Company as per letter enclosed | ||||||
| deah o | ose | ||||||
| b. | Date | of | From the cose of Busness hours on 9 May 2022 | ||||
| appointmentcessation | |||||||
| (as applicable) | & term | ||||||
| of appointment | |||||||
| Appointment | of Mr. | Vellavan | Subbiah as an Non executive and Non Independent Director | ||||
| C. | Reason | fr | change | Appointment of Mr. Vellayan Subbiah as an Non executive and | non | ||
| viz. appointment, reignatn, rmval, |
Independent Director (DIN:0118759)of the Company | ||||||
| deah o | oee | ||||||
| d. | Date | of | With efect fom May 10, 2022 | ||||
| appointment/cssatn | |||||||
| (a a ial) |
& term | ||||||
| of appointment | |||||||
| Vellayan Subbiah is a Bachelor of Technology in Civil Engineering fom | IIT, | ||||||
| e | Brief profle (in | case of | Madras,and holds a Master's Degree inBusinessAdministration fom | the | |||
| appointment) | University of Michigan. He has over 26years ofworkexperience in | ||||||
| consulting, technology manufacturing, andfnancial serices. | |||||||
| Vellayan is the Chairman of Cholamandalam Investment&Finance Co. Ld , | |||||||
| a leading NBFCs in India, in the business ofVehiceFinance,HomeLoans, | |||||||
| SMELoans, etc. | |||||||
| He is the Executive Vice Chairman of Tube Investments of India(TI),one of | |||||||
| theGrup's leading manufacturing companies inthe business segments | |||||||
| ranging fom bicyces, metal frmed products, tubular components, of | the | ||||||
| Grup. | |||||||
| He is theChairman of CG Power and Industrial SolutionsLtd (CGP), pioneer | |||||||
| in thefeld ofElectrical sector and is engaged in design, manufacturing, | and | ||||||
| marketing of prducts related to power generation,trnsmission, | and | ||||||
| distribution. | |||||||
| Vellayanworked withMcKinsey&Company, USA fr six years. | His | ||||||
| experience atMcKinsey spanned across strategic consulting, mergers | and | ||||||
| acquisitions, and operations management | |||||||
| Vellayan alsoworkedwith 24/7 Customer Inc., SundaramFasteners, | and | ||||||
| Laserords in diferent capacities. | |||||||
| He is ontheBoard of SRF Ld.,Cholamandalam Investment & Finance | Co. | ||||||
| Ld., Tube Investments of IndiaLd andCG Power and Industrial Solutions | |||||||
| Ld.Hewas a recipient of the Extrordinar Entrepreneur of theyear | |||||||
| TiECON2014Award. | |||||||
| f. | Disclosure | of | Not applicable | ||||
| relationships | beteen | ||||||
| directors | (in | case | of | LIMITED | |||
| appointment | of | a | Block-CSector-45 | ||||
| director) | Gurugram 122003 | ||||||
| HaryanaIndia | |||||||
| el: +91124 4354400 | |||||||
| / Fax: +91 124-43541500 E-mail:info@srfcom |
|||||||
| Website:www.srfcom | |||||||
| Regd. Office: | |||||||
| Unit No. 236 8237,2n | Floor | ||||||
| DLF Galleria, Mayur Place | |||||||
| Noida Link Road | |||||||
| Mayur Vihar Phase-1Extension | |||||||
| CorporateIdenttyNo, L18101011970P1C005197 Dehi 110091 |
Corporate Identity No, L18101011970P1C005197 S R £ . General [Restricted use} This mail, document can be used by recipients for its intended purpose only.
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SFIF
Appointment of Mr. Raj Kumar Jain as an Independent Director
a. Reason for change Appointment of Mr. Raj Kumar Jain Independent Director (DIN: viz. appointment, 01741527) of the Company resignation, removal, death or otherwise b. Date of With effect from May 09, 2022 appointment/cessation (as a licable) & term of appointment Mr. Raj Kumar Jain (63 years) has done Engineering from Delhi College C. Brief profile (in case of of Engineering and MBA from Kellogg School of Business. Mr. Jain serves appointment) as the Managing Director of Bounce Inc. founded by him in 2020. Bounce Inc. is a boutique management and operations consulting firm helping clients with India market entry, operating efficiency improvement and 'phygital' transformation initiatives. Prior to founding Bounce Inc., Mr. Raj Kumar Jain was Chief Executive Officer, Bennett, Coleman & Co. Ltd. (The Times Group). He spearheaded entry of Walmart Inc. into India through a JV with Bharti Group. Prior to that, Mr. Raj Kumar Jain was APAC Head, Marketing & Supply Chain at Whirlpool Corporation based in Shanghai, China. During his 10 years at Whirlpool, he also served as MD & CEO of Whirlpool India Ltd. and launched the Whirlpool Brand in India. He started his career at Hindustan Lever Ltd. He had a successful and distinctive career spanning over 16 years in Unilever India and U.K. including several key managerial positions in Sales, Marketing, and Supply Chain.
Mr. Raj Kumar Jain is Ex-Chairperson of the Board of American Chamber of Commerce & Industry (AMCHAM). He has also served on the advisory board of HOPE Foundation. He also served on the Board of ASCI (The Advertising Standards Council of India) d. Disclosure of Not applicable relationships between directors (in case of appointment of a director)
t
SRF LIMITED
Block-C Sector-45 Gurugram 122 003 Haryana India et: +91 124 4354400 Fax; + 9 1 - 1 2 4 4354500 mail; [email protected] Website: www.srf.com
Regd. Office: Unit No. 236 8 237, 2n loo D L F Galleria, Mayur Place Noida Link Road Mayur Vihar Phase-1 Extension Delhi 110091
Corporate Identity No. 1181010L1970P1€005197 This mail, document can be used by recipients for its intended purpose only.
SRF General [Restricted use}
To,
2.5.2022
The Board of Directors
SRF Limited, Block C, Sector 45, Gurugram – 122003
Sub: Resignation as an Independent Director from the Board of the Company
Dear Sir(s)/Madam,
It has been a pleasure being on the Board of SRF Ltd. as an independent Director for the last 11 years. My second term as an independent director is coming to an end on 31[st] March, 2024. I would like to remain associated with the Company on a long term basis and continue to contribute at the Board level.
In view of the above, I hereby tender my resignation as an Independent Director from the Board of the Company w.e.f. close of business hours on May 9, 2022. I would be happy to be appointed as non-executive non-independent director in accordance with the requirements of the Companies Act, 2013 and Listing Regulations.
As per the requirements of the Listing Regulations , below are the details of my directorship and membership of board committees of other listed Companies –
| Name of Other Listed Company | Committee Membership/ Chairmanship |
|---|---|
| Tube Investments of India Ltd (Executive Vice Chairman) |
1. Shares & Debenture-Member 2. Loans Committee-Member |
| Cholamandalam Investment and Finance Company Limited (Non-Executive Director & Chairman) |
1.Corporate Social Responsibility - Chairman, 2. IT Strategy Committee -Member, 3.Nomination & Remuneration Committee -Member, 4. Business Committee-Chairman |
| Cholamandalam Financial Holdings Limited (Non Executive Director) |
-- |
| CG Power and Industrial Solutions Limited ( Chairman) |
1. Audit Committee (Member) 2. Stakeholder relationship Committee (Chairman) 3. Nomination & Remuneration Committee (Member) 4. Risk Management Committee (Chairman) |
I hereby confirm that there is no material reason other than those mentioned in this letter.
Yours Faithfully,
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Vellayan Subbiah (DIN:01138759)
SRF - General [Restricted use] - This mail, document can be used by recipients for its intended purpose only.