Voltas Ltd. — Board/Management Information 2019

Aug 9, 2019

10thAugust, 2019

BSELimited Department of Corporate Services 1stFloor, Phiroze Jeejeebhoy Towers DalaiStreet Mumbai 400 00 1

National Stock Exchange of India Limited Listing Department Exchange Plaza Bandra-Kurla Complex, Bandra (East) Mumbai 400 051

DearSir,

Sub: Reappointment of Independent Directors

This isto inform that at the 65t hAnnual General Meeting (AGM) of the Company held on 9thAugust, 2019, the shareholders have approved the re-appointment of following Independent Directors for a second term of five years each:

• (i) Mr. Debendranath Sarangi with effect from 1st September, 2019 to 31st August, 2024.
• (ii) Mr. Bahram N. Vakil with effect from Pt September, 2019 to 31st August, 2024.
• (iii) Ms. Anjali Bansal with effect from 9 thMarch, 2020 to 8t hMarch, 2025.

Asrequired under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 details of re-appointment of the aforesaid Independent Directors are enclosed as an Annexure.

Thanking you,

Yours faithfully, VOLTAS LIMITED

(V. P. M.kLI-10TRA) Vice President - Taxation, Legal &Company Secretary

Enc.

VOLTAS LIMITED

Corporate Management Office Registered Office Voltas House'N Dr Babasaheb Ambedkar Road Chinchpokli Mumbai 400 033 Tel 91 22 66656251 66656258 Fax 91 22 66656311 e-mail vpmalhotra@voltas.com website www.voltas.com Corporate Identity Number L29308MH1954PLC009371

A TATA Enterprise

Annexure

Sr.No.	Particulars	Details
1.	Reason for change viz.appointment, resignation,removal, death orotherwise	At the 65 thAnnual General Meeting (AGM) of the Companyheld on 9thAugust, 2019, the shareholders have passed aSpecial Resolution for re-appointment of Mr. DebendranathSarangi as an Independent Director, for a second term of5 years with effect from 1" September, 2019.
2.	Date of Appointment	1" September, 2019
	Term of Appointment	5 years.
3.	Brief Profile	Mr. Debendranath Sarangi has done M.A. (Political Science)from University of Delhi and M.Sc. (Economics) fromUniversity of Swansea, U.K. He was in Indian AdministrativeService (1977 Batch), Tamil Nadu cadre for 35 years andheld senior positions in various departments including that ofChief Secretary and retired on 31" December, 2012. He alsoserved as an Advisor to the Government of Tamil Nadu for abrief period after retirement. He was the Managing Directorof Tamil Nadu Transport Development Finance CorporationLimited for three years between 2006 and 2009, Chairman ofTamil Nadu Industrial Development Corporation Limitedbetween 2010 and 2011 and was on the Board of variousGovernment undertakings and also Nominee Director ofsome companies, including Titan Company Limited. At the60'hAGM of the Company, Mr. Sarangi was appointed as anIndependent Director of the Company for a term of 5 yearswith effect from 1" September, 2014. Presently, he is also onthe Board of Tamilnadu Petroproducts Limited and SouthernPetrochemical Industries Corporation Limited as anIndependent Director. He is also on the Board of UniversalComfort Products Limited and Rohini Industrial ElectricalsLimited, wholly-owned subsidiaries of Voltas Limited.
4.	Disclosure of relationshipsbetween Directors	Mr. Debendranath Sarangi is not related to any Director ofthe Company.

(i) Re-appointment of Mr. Debendranath Sarangi as an Independent Director:

Information as required5.pursuant to BSE CircularNo. LIST/COMP/14/2018-19 dated 20.6.2018 and theNational Stock Exchangeof India Limited CircularNo. NSE/CML/2018/24dated 20.6.2018	Mr.Debendranath Sarangi is not debarred from holdingoffice of the Director by virtue of any order passedby SEBIoranyother such authority.
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(ii) Reappointment of Mr. Bahram N. Vakil as an Independent Director:

Sr.No.	Particulars	Details
1.	Reason for change viz.appointment, resignation,removal, death orotherwise	At the 65t hAnnual General Meeting (AGM) of the Companyheld on 9thAugust, 2019, the shareholders have passed aSpecial Resolution for re-appointment of Mr. Bahram N.Vakil as an Independent Director, for a second term of5 years with effect from 1' September, 2019.
2.	Date of Appointment	l' September, 2019
	Term of Appointment	5 years.
3.	Brief Profile	Mr. Bahram N. Vakil is a Law graduate from BombayUniversity and did his LL.M. from Columbia University,New York. He is one of the founding and senior partner ofAZB & Partners, Advocates & Solicitors and is amongstIndia's foremost infrastructure and project finance Attorneys.Mr. Bahram Navroz Vakil has been acknowledged as aleading project finance lawyer and is an advocate of BarCouncil of Maharashtra and Goa and also a member of theNew York State Bar Association. He has expertise ininfrastructure and project finance, banking, joint ventures,acquisitions, restructuring of companies and Company Lawmatters. At the 60 thAGM of the Company, Mr. Bahram Vakilwas appointed as an Independent Director of the Companyfor a term of 5 years with effect from 1s1September, 2014.Presently, he is also on the Board of various companies,including Trent Limited and Axis Capital Limited.
4.	Disclosure of relationshipsbetween Directors	Mr. Bahram N. Vakil is not related to any Director of theCompany.

	Information as requiredpursuant to BSE CircularNo. LIST/COMP/14/2018-19 dated 20.6.2018 and theNational Stock Exchangeof India Limited CircularNo. NSE/CML/2018/24dated 20.6.2018	Mr. Bahram N. Vakil is not debarred from holding office ofthe Director by virtue of any order passed by SEBI or anyother such authority.
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(iii) Reappointment of Ms. Anjali Bansal as an Independent Director:

Sr.No.	Particulars	Details
1.	Reason for change viz.appointment, resignation,removal, death orotherwise	At the 65thAnnual General Meeting of the Company held on9thAugust, 2019, the shareholders have passed a SpecialResolution for reappointment of Ms. Anjali Bansal as anIndependent Director, for a second term of 5 years, witheffect from 9 thMarch, 2020.
2.	Date of AppointmentTerm of Appointment	9thMarch, 2020.5 years.
3.	Brief Profile	Ms. Anjali Bansal has done BE in Computer Engineeringfrom Gujarat University and Masters in International Financeand Business from Columbia University.
		Ms. Anjali Bansal is former Non Executive Chairperson ofDena Bank, appointed to lead resolution of the stressed bank.She also chairs NITI Aayog Investment Council for Fintechand Women Entrepreneurship.
		Ms. Anjali Bansal is founder of Avaana Capital, a fundplatform that invests in the scaling up of growth stage startups. She was previously global Partner and ManagingDirector with TPG Growth PE, Spencer Stuart India FounderCEO, and strategy consultant with McKinsey and Co in NewYork and India.
		AGM of the Company held on 3rdAugust, 2015,At the 6lMs. Anjali Bansal was appointed as an Independent Directorof the Company for a term of 5 years with effect from9thMarch, 2015.
		Boards ofShe serves as an Independent Director on theKotakSiemens Limited, The Tata Power Company Limited,AMC, and Delhivery India Private Limited. She is on theAdvisory Board of the Columbia University Global Centers,

		Previously, she chaired the India board ofSouth Asia.leadinggloballivelihoodWomen'sWorldBanking,aand continues to be an advisor topromoting institutionSEWA.
		She is a Charter Member of TiE and serves on the ManagingCommittee of the Indian Venture Capital Association, mentorto Facebook SheLeadsTech, NITI Aayog's Atal InnovationMission, Bombay Chamber of Commerce and Industry and isa Member of the Young President's Organisation.
		She has been listed as one of the "Most Powerful Women inIndian Business" by India's leading publication, BusinessToday and by Fortune India.
4.	Disclosure of relationshipsbetween Directors	Ms. Anjali Bansal is not related to any Director of theCompany.
5.	Information as requiredpursuant to BSE CircularNo. LIST/COMP/14/2018-19dated 20.6.2018 and theNational Stock Exchangeof India Limited CircularNo. NSE/CML/2018/24dated 20.6.2018	Ms. Anjali Bansal is not debarred from holding office of theDirector by virtue of any order passed by SEBI or any othersuch authority.

VOLTAS LIMITED

(V. P. MALHOTRA) Vice President- Taxation, Legal 8r. CompanySecretary