The Phoenix Mills Ltd. — Board/Management Information 2019

Mar 29, 2019

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MILLS LIMITED ,p"

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

March 29, 2019

To,

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Fort, Mumbai- 400 001 (Security Code: 503100)

The National Stock Exchange of India Limited

"Exchange Plaza" Bandra-Kurla Complex, Bandra East, Mumbai- 400051. (SYMBOL: PHOENIXLTD)

Ref: The Phoenix Mills Limited (503100/ PHOENIXLTD)

Sub: Intimation under regulation 30 read with Schedule fIJ Part A Pa1·a A (7) ofSEBI (Listing ObJigations and Disclosure Requirements) Reglations, 2015

Dear Sir(s),

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on March 29, 2019, have re-appointed Mr. Amit Dabriwala, (DIN: 00164763), Mr. Amit Dalal (DIN: 00297603) and Mr. Sivaramakrishnan Iyer (DIN: 00503487) as Non-Executive and Independent Director for a second term of five consecutive years with effect from April 1, 2019 up to March 31, 2024, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

Pursuant to the directions dated June 14 2018 of SEBI to the stock exchanges and based on the declarations received from these directors, we hereby inform that Mr. Amit Dabriwala, Mr. Amit Dalal and Mr. Sivaramakrishnan Iyer are not debarred from holding the Office of Director by virtue of any order passed by SEBI or any other such authority and therefore, they are not disqualified to be reappointed as Independent Directors.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015 are attached as Annexure A to this letter.

This intimation is also uploaded on the Company's website: http:/ /www.thephoenixmills.com.

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022[) ] 2496 4307 / 8 / 9 •Fax:[(] 022[) ] 2493 8388 Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel:[(] E-mail : info@thephoenixmills.com • www.thephoenixmills.com

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MILLS LIMITED ,.-

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022} 3001 6601 CIN No.: L 17100MH1905PLC000200

Kindly take the same on record and acknowledge receipt.

Thanking you,

You s faithfully, For J; e Phoenix Mills Limited Director- Finance Din: 01602690

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Encl: a/a

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoenixmills.com

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MILLS LIMITED 'Y'

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

Annexure I

Mr. Amit Dabriwala

Sr. No. a. b. C. d. Details of Events required to be disclosed Reason for change viz. appointment, resignation, removal, death or otherwise Date of appointment&term of appointment Brief profile Disclosure of relationships between directors

Disclosure Re-appointment of Mr. Amit Dabriwala Mr. Amit Dabriwala, Independent and Non­ Executive Director was appointed for the frst term of 5 (five) years commencing from 1st April, 2014 to 31st March, 2019. Mr. Amit Dabriwala has been re-appointed as Non-Executive and Independent Director of the Company for a second term of 5 (fve) years commencing fom 1stApril, 2019 to 31stMarch, 2024, subject to approval of the members in the General Meeting. Date of Approval of Hoard for re-appointment - March 29, 2019. Term of Appointment - Mr. Amit Dabriwala has been re-appointed as Non-Executive and Independent Director of the Company for a second term of 5 (five) years commencing fom 1stApril, 2019 to 31stMarch, 2024, subject to approval 6f the members in the General Meeting. Qualification: Graduate from Calcutta University. Experience&Profile: Mr. Amit Dabriwala as a Promoter Director of United Credit Securities Limited (UCSL), a member of the National Stock Exchange, has been associated with the capital markets since 1996 and was responsible for setting up the Mumbai branch of UCSL In 2004, he promoted JNR Securities Broking Pvt. Ltd. which is a member of the Bombay Stock Exchange. Through the United Credit group companies, he is also involved in real estate development, leasing and hire purchase. Mr. Amit Dabriwala is not related to any other Director of the Comoanv.

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. • Tel : (022) 2496 4307 / 8 / 9 • Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoenixmills.com

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MILLS LIMITED ..,.-

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 GIN No.: L17100MH1905PLC000200

Mr. Amit Dalal

	Sr. No. Details of Events required to be disclosed	Disclosure
	a. b. Reason for change viz. appointment, resignation, removal, death or otherwise Date of appointment & term of appointment	Re-aunoinnnent of Mr. Amit Dalal Mr. Amit Dalal, Independent and Non-Executive Director was appointed fr the first term of 5 (five) years commencing from 1st April, 2014 to 31st March, 2019. Mr. Amit Dalal has been re-appointed as Non­ Executive and Independent Director of the Company for a second term of 5 (fve) years commencing from 1stApril, 2019 to 31stMarch, 2024, subject to approval of the members in the General Meeting. Date of Approval of Board for re-appointment - March 29, 2019. Term of Appointment - Mr. Amit Dalal has been re-appointed as Non-Executive and Independent Director of the Company fr a second term of 5 (five) years commencing from 1stApril, 2019 to 31stMarch, 2024, subject to approval of the members in the General Meeting.
	C. Brief profile	Qualifcation: • Bachelor's Degree in Commerce from the University of Mumbai, • Postgraduate Diploma in Business Management from the University of Massachusetts, • A Master's Degree in Business Administration from the University of Massachusetts, USA Exuerience&Profile: Mr. Amit Dalal has been the Managing Director of Amit Nalin Securities Pvt. Ltd. since October 1997 and also serves as its Director of Research. Mr. Dalal earned experience as an Investment Analyst in USA for 2 years. Mr. Dalal has been the Executive Director of Investments at Tata Investment Corporation Ltd (TICL) since January 1, 2010 and is engaged in

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MILLS LIMITED ,.,.

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel: (022) 3001 6600 Fax: (022) 3001 6601 CIN No. : L 171OOMH1905PLC000200

also Director on the Board of various companies and is associated with certain Charitable Institutions.

He is a member of the Investment Committee of The Cricket Club of India Ltd. and The Willingdon Sports Club and a Member of Rotary Club of Mumbai Queens Necklace. d. Disclosure of relationships Mr. Amit Dalal is not related to any Director of between directors the Company.

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoenixmills.com

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MILLS LIMITED ,p"

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax: (022) 3001 6601 CIN No. : L 171OOMH1905PLC000200

Mr. Sivaramakrishnan Iyer

Sr. No. a. b. C. Details of Events required to be disclosed Reason fr change viz. appointment, resignation, removal, death or otherwise Date of appointment & term of appointment Brief profile

Disclosure Re-appointment of Mr. Sivaramakrishnan Iyer Mr.Sivaramakrishnan Iyer, Independent and Non­ Executive Director was appointed for the first term of 5 (five) years commencing from 1st April, 2014 to 31st March, 2019. Mr. Sivaramakrishnan Iyer, has been re-appointed as Non-Executive and Independent Director of the Company fr a second term of 5 (five) years commencing fom 1stApril, 2019 to 31stMarch, 2024, subject to approval of the members in the General Meeting. Date of Approval of Board fr re-appointment - March 29, 2019. Term of Appointment - Mr. Sivaramakrishnan Iyer has been re-appointed as Non-Executive and Independent Director of the Company for a second term of 5 years commencing fom 1stApril, 2019 to 31stMarch, 2024, subject to approval of the members in the General Meeting. Qualification: • Bachelor's degree in Commerce from the University of Mumbai, • Qualifed Chartered Accountant from Institute of Chartered Accountants of India (the "ICAI"). Exnerience and Profile: Mr. Sivaramakrishnan Iyer specializes in corporate finance and advises companies on debt/equity fund raising, mergers/amalgamations, capital structuringfor new/expansionprojects etc.

d. Disclosure of relationships between directors

Mr. Sivaramakrishnan Iyer is not related to any Director of the Company.

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info[@] thephoenixmills.com • www.thephoenixmills.com