Mr. Jalan is a Chartered Accountant and has over 40 years of extensive experience in managing business and finance of large metal & mining companies. He is currently an Entrepreneur and Independent Director on Boards of some prominent Companies. Mr. Jalan started his corporate journey in 1978 with Aditya Birla Group’s Hindustan Gas & Industries Ltd as a management trainee, rising upto the ranks of finance & commercial head. He was instrumental in transforming iron ore business & setting up a greenfield SME business for Essel Mining, an associate co. In 1996, he moved to Birla Copper to lead Finance & Commercial function. He was part of the Core team instrumental in setting up and operationalizing the greenfield Copper Smelting project, into a robust operating business. He was responsible for raising finance, building the finance team, putting in place strong business process & systems, negotiating stable sources for long term raw material supplies, setting up commodity hedging desk and building a robust marketing organization. In the year 2001, he moved to Sterlite Industries (now Vedanta Ltd) as CEO of its Copper mining business in Australia for ~5 years. He lead turnaround of the business, working in a multicultural environment. Thereafter he held various leadership roles wherein he provided strategic leadership to the finance function with a clear focus on enhancing shareholder’s value by improving capital management, governance framework, systems and processes, developing a robust Finace team. He was closely partnering with CEO to drive business performance.
Mr. Jalan fulfills the requirements of an Independent Director as laid down under Section 149(6) of the Act and Regulation 16 of the LODR Regulations. The Company has received all statutory disclosures / declarations from Mr. Jalan including, (i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”), (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act. The Company has also received a notice under Section 160 of the Act from a member, intending to nominate Mr. Jalan to the office of Independent Director.
Mr. Jalan is not disqualified from being appointed as a Director in terms of Section 164 of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given his consent to act as Director on the Board of the Company.
In the opinion of the Board, his technical and financial experience and expertise will help the Company to unlock overall value and contribute to its transformational journey.
In the opinion of the Board, Mr. Jalan fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Rules made thereunder and LODR Regulations and is independent of the management.
As an Additional Director, pursuant to Section 161 of the Act. Mr. Jalan holds office upto the ensuing AGM. The resolution seeks the approval of members for the appointment of Mr. Jalan as an Independent Director of the Company up to March 31, 2023 pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and his office shall not be liable to retire by rotation.
Mr. Jalan will be entitled to receive remuneration by way of sitting fees for attending the Meetings of the Board and the Committees as approved by the Board of Directors from to time, reimbursement of expenses for participation in the Board/Committee meetings. Further, subject to the provisions of the Act & LODR Regulations he will also be entitled to commission as per the recommendation of the Nomination & Remuneration Committee and the Board.
A copy of the letter of appointment, setting out his terms and conditions of appointment will be available for electronic inspection by the members.
Save and except Mr. Jalan and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors/KMP and their relatives are in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7.
The Board of Directors accordingly recommends the Ordinary resolution as set out at Item No. 7 of the Notice for the approval of the members.
Item no. 8
Mr. Upendra Kumar Sinha was appointed as a Non- Executive Independent Director of the Company pursuant to Section 149 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014, by the members to hold office up to August 10, 2021. He is due for retirement from the first term as an Independent Director on August 10, 2021. The Nomination and Remuneration Committee, vide resolution passed on June 29, 2021, after taking into account the performance evaluation of Mr. Sinha during his first term of three (3) years and considering his knowledge, acumen, expertise, experience and substantial contribution, has recommended to the Board his reappointment for a second and final term of three (3) years. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended the reappointment of Mr. Sinha as an Independent Director, not liable to retire by rotation, for a second and final term of three years with effect from August 11, 2021 to August 10, 2024.
In accordance with the provisions of Section 149 of the Act, an Independent Director shall be eligible for reappointment on passing of a special resolution by the Company.
Mr. Sinha has served as the Chairman of Securities and Exchange Board of India (SEBI) from February 2011 to March 2017. He was instrumental in bringing about key capital market reforms. Under his leadership, SEBI introduced significant regulatory amendments to the various acts enhancing corporate governance and disclosure norms. Prior to SEBI, he was the Chairman & MD of UTI Asset Management Company Pvt. Ltd. and has also worked for the Department of Economic Affairs under the Ministry of Finance.
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