WPIL Ltd — Board/Management Information 2022

Nov 1, 2022

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84/1A, TOPSIA ROAD (SOUTH), KOLKATA- 700 046 TEL. : (91 33) 4055 6800, FAX: (91 33) 4055 6835 WEB : http: .wpll.co.ln CIN No. L36900WB1952PLC020274

1st November, 2022

Listing Compliance, BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street MUMBAI- 400001

The Secretary The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata-700001

Fax No. 033-2210-4500/4492

Dear Sir,/ Madam

We would like to inform you that the Board of Directors of the Company at its meeting held on Monday, the 31st October, 2022 has appointed Mr. Ashok Pradhan (DIN 07748272) as Additional Independent Director of the Company to hold office up to the date of next Annual General Meeting of the Company or last date on which the Annual General Meeting should have held whichever is earlier pursuant to the provisions of section 161 of the Companies Act, 2013, read with the provisions of Article 123 of the Articles of the Company and provisions of section 149 of the Companies Act, 2013, and also in terms of the recommendation of the Nomination and Remuneration committee. The information as required to be provided in connection the aforesaid appointment in terms of SEBI Circular No CIR/CFD/CMD/4/2015 dated September 09, 2015 are enclosed.

Thanking you.

Yours faithfully

For WPTL LTMTTRn

LJ, ..__ _ (U. CHAKRA VARTY) GENERAL MANAGER (FINANCE) AND COMPANY SECRETARY Compliance officer

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WORKS : PANIHATI : 22, FERRY FUND ROAD (PANIHATI), KOLKATA- 700 114, TEL. : (033) 2583 3459 GANIPUR: BIREN ROY ROAD (WEST), GANIPUR, 24 PGS (S), KOLKATA-700141, PH.: 8100391197, (033) 24 0976 GHAZI : A-5, SECTOR - XXII, MEERUT ROAD, GHAZIABAD - 201 003, UTTAR PRADESH, TEL.: (0120) 3015 784 / 703 / 711, FAX: (0120) 3015 740

Limited (.WPIL

Additional particulars required for appointment of a Director

A. Reason for Appointment

With growth the activities of the Company and to have a more broad based board with diverse background and experience, the Board feels the necessity to have induction of an additional Independent Director in the Board. The Directors arc of the opinion the Company will derive innumerable benefits from the valuable advice and guidance of new appointee which will be conducive to the further growth of business of the Company.

B. Terms of Appointment

The Board has prescribed following terms for appointment of Additional Independent Director

1. Appointment

• 1 . 1 . You have been as an additional Director of the Company in the Category " Non­ Executive Independent" on the Board of Directors of the Company with effect from Friday, the 31st October, 2022, and your appointment is subject to the approval of Members at their next A ual General Meeting.

• 1.2. Once you are appointed by the Shareholders as Independent Director, you shall not be liable to retire by rotation.

• 1.3. Re-appointment at the end of the term shall be subject to the approval of Shareholders.

2. Time Commitment

• 2.1 .. As a Non-Executive Director, you are expected to actively participate at the meetings of the Board and to help provide the Board in relation to the Company's strategy, performance as well as ensuring high standard of financial probity and Corporate Governance.

• 2.2. The Board meets at least four times in a year. Ordinarily Meeting are held at Kolkata. You are expected to attend the meetings of the Board and Shareholders Meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively.

WPIL Limited

{A..J.·.---­ u. Chakravarty General Manager (Finance) & Company Secretary

(�WPIL Limited

3. Fiduciary Duties.

Your role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and inter alia are as under:

• 1.1 You shall act in good faith in order to promote the objective or the Company for the benefit of its members as a whole, and in the best interest of the Company.

• 3 .2 You shall discharge your duties with due and reasonable care, skill and diligence.

• 3.3 You shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict with the interest of the Company. Any situation that creates a conflict of interest between personal interest and the company and its stakeholders' interest must be avoided at all costs. Please refer to Clause 4 for full explanation on conflict of interest.

There are certain roles, functions and duties prescribed for all Independent Directors which are listed in the 'Code for Independent Directors' as outlined in Schedule IV to the Companies Act, 2013. You shall abide by the said the said 'Code of Conduct for Independent Directors' as amended from time to time to the extent relevant and applicable to your role.

4. Conflict of Interest

• 4.1 It is accepted and acknowledged that you have business interests other than those of the Company. As a condition to your appointment commencing, you are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form from time to time.

• 4.2 In the event that your circumstances seem likely to change and might give rise to a conflict of interest or when applicable, circumstances that might lead the Board to revise judgement that you are an independent, this should be disclosed to the Chairman.

5. Evaluation

The Company has adopted a policy on Board Evaluation. The policy provides for evaluation of the Board and individual Directors. As per the policy, the Company will carry out the evaluation of the performance of the Board as a whole, Board Committee and Directors on annual basis. Your appointment and re-appointment on the Board shall be subject to the outcome of yearly evaluation process.

1eVP!L limited

�·-U. Chakravarty General Manager (Finance) & Company Secretary

Limited ((. WPIL

6. Disclosure of Interest

• 6.1. Pursuant to the provisions of Section 184(1) of the Act, you are required to disclose you are concern or interest in any Company or Companies or bodies corporate, firms or other association of individuals which shall include the shareholdings, as prescribed under the Rule 9 of the Companies (Meeting of the Board and its powers) Rules 2014 (as amended from time to time).

• 6.2. Pursuant to the provisions of Section 149(7) of the Act, you are required to give a declaration that you meet the criteria of Independence as provided in Section 149(6) of the Act and thereafter, at the first meeting of the Board in every financial year.

7. Training of the Board

The Company provides an orientation program for new Independent Director of the Board. The program covers an overview of our strategy and operations to familiarize the new inductee about the strategy, operations and functions of our Company. The induction program provides an opportunity to the inductee to understand the Company's strategy, operations, services and product offerings, markets, organization structure, finance, HR, technology, quality, facilities and risk management.

8. Dealing in Shares and Code of Conduct

Directors are prohibited from dealing in the Company's shares during the period when the trading window is closed. You are required to comply with the applicable insider trading laws and regulations. You are also required to comply with Company's Code of Conduct and Ethics.

9. Confidentiality

All information acquired during your tenure of directorship is confidential and should not be disclosed either during your tenure or following termination to third parties without prior clearance from the Chairman, unless required by law or by the rules of any stock exchange or regulatory body. ln the latter case, you would be required to suitably inform the Chairman of such an event or disclosure. ·

10. Sitting Fee and Commission

You are entitled to sitting fees for attending the Board Meetings. Besides this, you may also be entitled to commission on profit subject to the provisions of the Act, which will be determined by the Board based on the performance of the Company during a financial year.

11. Termination

• 1 1 . 1 You may resign from your position at any time and should you wish to do so, you are requested to serve a reasonable written notice to the Board.

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µ•'... -

u. Chakravarty

General Manager (Finance) & Company Secretary

( WPIL Limited 9

• 11.2 Continuation of your appointment is contingent on your getting re-elected by the Shareholders in accordance with Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, and the Article of Association of the Company, from time to time in force.

• C Brief Profile of Director

• perspective: A post-graduate in Commerce from Utkal University (Odisha) with rich and varied experience of about 35 years in the field of Banking and Finance in India.

Have witnessed many upheavals, the banking industry has undergone in last 3-4 decades.

The banking industry has evolved stronger from largely a prescriptive phase I controlled economy to a more open I free economic model, although saddled with impaired assets worth billions of rupees. While we could face the challenges of financial crisis 2007-08 with great poise, the present pandemic driven scenario and impacts thereof on Indian Economy, particularly the banking industry seem to be very challenging. Impairment of assets, despite significant improvement in GNP A backed by trillions infused by Gol, continues to pose a threat to Banks I Fis.

The transformations, of late, in PSB space is expected to change the industry perspective significantly. The banking would not be the same, we have seen all these years. Notwithstanding the pivotal role played by PSBs in transforming the Economy, PSBs are losing market share to their private counterparts. Private Banks are expected to play a major role in times to come in the light of PSBs' influence waning for obvious reasons.

1. State Bank Group: Joined State Bank of Bikaner & Jaipur (SBBJ) on 22nd July'85 as a Probationary Officer (PO). Served the Bank in various capacities I positions - al. Branches, Regions, Zonal Offices, Head (Corporate) Offices for about 25 years before moving over to State Bank of Hyderabad (SBH) to take over the role of a Zonal Head (DGM) and later on, to Head Office at Hyderabad as Head (DGM) of the Credit Department.

After a stint of little less than half two and half years in SBH, moved over, on promotion, State Bank of Mysore (SBM) in November' 13 as a General Manager - in charge of 'P & SB' segment at its Corporate Office at Bengaluru.

Going by my preference for field assignment, got posted to New Delhi to head its Retail Net Work (NW). The assignment was quite challenging, as more often than not, the General Manger (NW) was required to represent the bank in meetings with various Govt. Departments.

WP!L Limited

\J L--U. Chakravarty General Manager (Flnanc= \ :-. Company Secr8i:cr>'

(":, WPIL Limited

On promotion, moved over to State Bank of Travancore (SBT) in August' 16 to take charge of its Corporate Banking group as Chief General Manager.

1. PSB - a unique experience: After a short stint of about six months in SBT, joined United Bank oflndia as an Executive Director (ED) on 18/02/2017.

Took charge of the Bank as its MD & CEO w.e.f. 01/10/2018. Spearheaded the Bank at its most crucial phase to come out of woods.

Signed off from the Bank on superannuation on 31/05/2020.

1. Sum Up : Concisely, my career in banking spanning over 35 years - with assignments covering entire gamut of banking, years of experience in Credit (both Corporate & Retail) and Forex - gives me a great sense of pride, which I have nurtured carefully and preserved assiduously.

2. The assignments of ED and MD & CEO at United Bank of India, notwithstanding its spread largely in Eastern & North Eastern pockets of India, which hinders growth to keep pace with the Industry, gives me a great sense of fulfilment, as we could tum around the Bank after quarters of losses, at a point of time when many PSBs were struggling to keep their heads high.

Superannuated with satisfaction of an unblemished career spanning over 35 years

D Relationship between Directors

None.

V'.!1-:,lL Limited

P'

U. Chakravarty General Manager (Finance) f' . Company St-:crd;,-:1 \'