A Rocket Science Or Is the Law Inconvenient?

Interpretation of Law - A rocket science or Is the law inconvenient?

Corporate Governance Research Private and confidential Proxy Advisory Services For limited circulation only Corporate Governance Scores Stakeholders’ Education  Stakeholders Empowerment Services 2012 – 2013 | All Rights Reserved Interpretation of Law - A rocket science or Is the law inconvenient? 2019

SUMMARY

• For few companies, it appears that regardless of its size, interpretation of even simple law is akin to ‘Rocket Science’ if the law is inconvenient to implement. And companies will advance all sorts of theories and interpretations to present its case, as this Report presents a fact check of progress in law related to appointment and continuance of persons over 75 years of age as Non-Executive Director in a listed company.

• SEBI LODR requires that every listed company appointing or having any Non-Executive Director (NED) on its Board who is 75 years or above, must obtain approval of shareholders by way of special resolution for continuing or appointing such directors on the Board. Such approval is required to be taken either before the concerned director turns75-years- old or by 31st March 2019, whichever is later.

• SES in this Report, has analyzed status of compliance of the above Regulations by NSE 500 companies as on 31st March 2019 reckoned as ‘Sample Companies’. SES observed that 228 companies (out of 500) had 431 Non-Executive directors on their Boards, who attained age of 75 years or above or would do so by the end of their existing term, therefore, requiring special resolution by shareholders. Out of top 500 companies in NSE, 272 companies had no NED on board who was above 75 years of age.

• Of these 431 directors, companies have taken shareholders’ approval for 266 directors who were already 75+ years of age and 16 NEDs who had yet to attain 75 years of age. The analysis was limited to 415 directors who were already 75+ years of age. Additionally, 102 such directors had resigned on or before 31st March 2019. Out of 228 companies, 28 companies having 47 directors above 75 years have not obtained shareholders’ approval in terms of the above SEBI amendment till 31st March 2019, therefore these companies and 47 directors are non-compliant with SEBI Regulation.

SES had sent an email to each of the concerned companies (28) which had not obtained requisite approval for continuation of 47 such NEDs. While SES received communication from 17 such companies, however, 11 companies having 20 such NEDs did not respond (Annexure-I). The responding companies had provided their own reasons for not taking approval.

SES is not aware of reasons for not obtaining shareholders’ approval in case of 11 Companies which did not respond. For those companies which responded, analysis reveals that the failure to obtain approval was primarily on account of incorrect interpretation of Regulations. This itself is baffling especially keeping in mind that SES has considered Sample of Top NSE 500 Companies which are presumed to be having professionals to advise the Board besides having qualified professionals on the board itself.

The law came into effect after thorough deliberations in Kotak Committee, public comments on recommendations of Committee and has been there for almost a year. The Committee had representations from FICCI and CII, two prominent trade bodies. If such a straight forward provision cannot be interpreted by certain Top 500 companies, then, SES is forced to wonder what would be the position in bottom companies, which do not have resources to seek best legal brains.

Such cases of non-compliance would be subject to regulatory action by SEBI or NSE/BSE as the case may be. There could be monetary fine as well, besides reputational loss. What is surprising is that, it is not a case that these non-compliant companies were operating in isolation and were quarantined from the world. More so all those companies which obtained approval for continuation of directors above 75 years, had issued Notices on stock exchanges, presented resolutions for shareholders vote in AGMs, EGMs or PBs and had put out voting results in public domain. If 266 such communications which were in public domain were not enough to trigger an internal debate in defaulting companies to initiate steps to comply or seek clarification from stock exchanges or SEBI or from any Company Law Practitioner, then one can only say that job of regulating such companies is monumental. Although, any excuse of not understanding the law would not carry any weight.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

Background:

Securities and Exchange Board of India (SEBI) introduced amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 (SEBI LODR) on 9th May, 2018. The amendment (effective from 1st April, 2019) inter alia included addition of Regulation 1A to Regulation 17 of SEBI LODR, which provided that:

“(1A) No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.”

According to SES, the objective of the amendments was to inter-alia:

(i) Empower shareholders of listed companies to consider and if thought fit to approve appointment or continuation of Non-Executive Directors (NEDs) who have attained the age of 75 years, through special resolution and (ii) Provide a higher degree of transparency as to reason why a company feels that a certain director regardless of his advanced age is still superior to others and was necessary for continued success of the company. (iii) This was most relevant in cases of non-executive non-independent non-retiring directors, who once appointed never required further shareholders’ approval for decades and in some cases, even for half a century.

SES ANALYSIS

SES has done analysis of NSE top 500 listed entities. These 500 companies cover almost 90% of total market capitalization, therefore can be said to be a representative sample of prominent Indian Listed Companies.

Out of 431 NEDs, 415 NEDs had already attained the age of 75 years or above while the remaining 16 directors were yet to attain 75 years of age. While, going strictly by the law, special resolution by shareholders is not required for these 16 directors, as technically such NEDs have not attained 75 years. Non-Compliance? Out of total 415 positions where approval was required to be obtained, approval for only 266 NEDs were obtained. As many as 102 NEDs ceased to be NEDs on the respective Boards on account of resignation or not opting for reappointment. Leaving 47 NEDs whose continuation was required to be approved by shareholders vide special resolutions with proper explanation justifying their continuation on the Board despite advanced age. These 47 NEDs were directors in 28 Companies, thereby indicating that such 28 Companies did not obtain shareholders’ approval for continuation of NED above 75 years on their Board. These 47 NEDs included 41 Independent Directors. Table-1 Category ID NED Total Approval Taken 214 52 266 Resigned 87 15 102 Approval Pending 41 6 47 Total Directors 342 73 415

It may be noted that out of the 415 positions, 380 are within the Companies promoted by Indian Entrepreneurs (referred to as ‘Indian Corporates’) and 30 Positions belong to Foreign MNCs (referred to as ‘MNCs’) and only 5 positions are in Public Sector Undertaking (referred to as ‘PSUs’) in the Report.

Chart-1 indicates that out of 380 positions in Indian corporates (having 309 IDs and 71 NEDs), approval for 241 Non-Executive directors’ positions have been taken from the shareholders for continuation as per the SEBI amendment, while approval for 44 NED positions are still pending. Further, 95 NEDsresigned just before enforcement date i.e. 1 April 2019 which included 81 IDs and 14 NEDs.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

In the Foreign MNC category, out of 30 positions (28 IDs and 2 NEDs),22 Non-Executive directors’ positions had obtained prior approval, however, 1 position in a Company (Berger Paints Ltd) and 2 positions in (Colgate Palmolive (India) Ltd) did not seek approval from shareholder. Remaining 5 NED ceased as directors in such Companies.

The only 4 companies in PSUs having 5 positions which all are IDs in which 3 Non-Executive directors has already obtained the approval of the shareholders and remaining 2 were resigned

Chart-1 450 415 400 380 342 350 309 300 266 241 250 200 150 95 102 100 71 73 44 47 30 28 22 50 5 5 0 2 2 5 0 3 3 0 Approval No. of Positions ID NED Resigned Approval Taken Pending PSU 5 5 0 2 0 3 MNC 30 28 2 5 3 22 Indian Corporate 380 309 71 95 44 241 Total Numbers 415 342 73 102 47 266

PSU MNC Indian Corporate Total Numbers

Proactive Approach There were 16 NEDs in 11 Companies, who were yet to attain age of 75 years during the pendency of their existing terms. These 11 companies have proactively sought approvals for their NEDs. A list of such NEDs with their Companies is provided below: Table-2

No. Company Director Age ID/NID

1 Asian Paints Ltd Deepak Madhav Satwalekar 70 Independent 2 Asian Paints Ltd Mahendrakumar Sharma 71 Independent 3 Asian Paints Ltd Swaminathan Sivram 72 Independent 4 Glenmark Pharma Ltd Brian William Tempest 71 Independent 5 GMR Infrastructure Ltd Nangavaram C Sarabeswaran 74 Independent 6 Godfrey Phillips India Ltd Bina Modi 74 Non-Independent 7 Himadri Spe. Chemical Ltd Sakti Kumar Banerjee 74 Independent 8 Hindustan Cons. Co Ltd RamanujacharyuluNateri 74 Non-Independent 9 Jagran Prakashan Ltd Vijay Tandon 74 Independent 10 Jaiprakash Associates Ltd Chandra Prakash Jain 73 Independent 11 Jaiprakash Associates Ltd Satish Charan Kumar Patne 74 Independent 12 Jaiprakash Associates Ltd Raj Narain Bhardwaj 73 Independent 13 Repco Home Finance Ltd VelayuthamNadanasabapathy 74 Independent 14 Siemens Ltd Darius C. Shroff 74 Independent 15 Siemens Ltd Deepak Parekh 74 Independent 16 Sundram Fasteners Ltd Muthuraman Balasubramanian 74 Independent

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

TOP 500 ENTITIES –NON-EXECUTIVE DIRECTOR’S STATUS AS ON 1ST APRIL 2019

The Graph 2 below indicates that 64% of the 415 NEDs were duly approved by shareholders for continuation on the Board of their respective Companies. 24% of such directors ceased before the law come in to force on 1st April, 2019. Around 12% of such NEDs are still continuing on the Board without shareholders’ approval which in the opinion of SES is non-compliance.

Total Director’s Summary % Graph 2 Approval Taken Prior to 1st Apr 2019 64% 70% Approval Pending 12% 60% Ceased to be Director 24% 50% Total 100% 40% 30% 64% Total Director’s Summary No. 20% Approval Taken Prior 1st Apr 2019 266 10% 24% Approval Pending 47 12% 0% Ceased to be Director 102 Approval Taken % Approval Pending % Resigned % Total 415

Interpretation Issues Based on communication with non-compliant Companies, SES is of the opinion that few Companies have mis-construed the law. The law categorically requires the Company to not only seek special resolution for NED above 75 years, but also justify such appointment or continuance beyond 75 years of age, in the explanatory statements w.r.t. the age of the NED. Few Companies which appointed directors through special resolution for second term of ID (as stipulated by law) have argued that a special resolution has been passed. Ignoring the fact that, the special resolution passed was not for the purpose of age, but for the second term of such ID. These companies have construed that approval for second term for ID, automatically means justification for continuing beyond 75 years of age, as age is mentioned in the profile. In the opinion of SES, such approval by shareholders was not for 75 years, but only for the second term. SES is of the opinion that the Notice must categorically contain all the relevant information and facts that enables members to understand the meaning, scope and implications of the items of business and to take decision thereon. Merely stating Date of Birth in the Notice, cannot be inferred as seeking approval for continuation beyond 75 years. SES considers such Companies at least as technically non-compliant with the law. Companies that obtained special resolutions for the second term of IDs without explicitly stating the age criteria in their resolutions are: S. No. Name of the Companies 1 Indoco Remedies Ltd 2 Larsen & Toubro Ltd 3 Gujarat Fluorochemicals Ltd 4 Berger Paints. Ltd 5 JK Lakshmi Cement Ltd 6 Wipro Ltd 7 Reliance Industries Ltd 8 Sundaram Finance Ltd 9 Inox Wind Ltd

The above 9 Companies are non-compliant to the extent that their Notice did not provide the rationale for seeking special resolution apart from second term requirement. Therefore, while the NEDs of the above Companies did have special resolutions of shareholders in their favor, such resolutions did not explicitly state that the resolution is being moved because of their age being 75 or above.

Is this compliance with the law or not?

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

While, it may be for the Regulator to ponder upon, however, to SES, non-disclosure of material facts cannot be considered as proper compliance.

Expertise of Non-compliant Directors SES has analyzed expertise of 47 defaulting Non-Executive Directors positions. There are 44 individuals occupying 47 NED positions. Majority of these 44 individuals are persons of eminence. Interestingly, many of these have vast experience in corporate laws. Many of them are serving for more than decades with their Specialized experience in Administration, Finance Ministry as well as in Banking sector. Expertise No. of Directors

Administration 4 Banking 4 Entrepreneur 2 Finance 7 Industrialist 1

Industry Expert 9 Legal 4

Management 6 Taxation 2 Others 5 Total 44

Interestingly many directors have law degree and many are qualified CAs & CSs.

Directors who have a Degree in Law (LL.B.)

Name of Company Name of Director Expertise Education SES Email Replied Tenure

Bajaj Finance Ltd Rahul kumar Kamalnayan Bajaj Industrialist LL.B./MBA Yes Since 1987 (NEDP) Colgate Palmolive (India) Ltd Rajendra Ambalal Shah Legal B.A./LL.B. No 25-07-14 for 5 years Indoco Remedies Ltd Sharad Pandurang Upasani Administration LL.B./MBA/IAS Yes 30-07-14 for 5 years J K Cements Ltd Krishna Behari Agarwal Finance LL.B./CS/ICWA No 26-07-14 for 5 years Jai Corp Ltd Khurshed Minocher Doongaji Legal B.A./LL.B. No 19-09-14 for 5 years JK Lakshmi Cement Ltd Bhupendranath Bhargava Banking M.Com /LL.B. Yes 04-09-14 for 5 years Reliance Industries Ltd Mansingh Laxmidas Bhakta Legal LL.B. No 21-07-17 for 5 years Reliance Industries Ltd Yogendra Premkrishna Trivedi Legal B. Com/LL.B. No 21-07-17 for 5 years Solar Industries India Ltd Anant Sagar Awasthi Management MA. /LL.B./IAS No 01-04-14 for 5 years

Directors who are Chartered Accountants &Company Secretaries

Name of Company Name of Director Expertise Education SES Email Replied Tenure

Colgate Palmolive (India) Ltd Pradyot Kumar Ghosh Entrepreneur C.A. No 25-07-14 for 5 years Gujarat Fluorochemicals Ltd Shanti Prasad Jain Taxation FCA Yes 01-04-19 for 5 years Indoco Remedies Ltd Divakar Madhusudan Gavaskar Finance B. Com, FCA, FCS Yes 30-07-14 for 5 years JK Lakshmi Cement Ltd Kashi Nath Memani Taxation B. Com, C.A. Yes 26-07-14 for 5 years

SES is unable to comprehend that such knowledgeable persons who are well-versed with the legal framework and are providing leadership to such large Companies could be defaulter? SES wonders if such directors are unable to interpret the law and guide the Company, then, who can? Or is it a case that they are victim of incorrect advice. SES is of the opinion that incorrect advice/ interpretation may be the real reason. In most cases, it appears that the interpretation is that law is applicable only after existing term is over. Or in some cases, the Company have focussed on the term special resolution, forgetting the fact that adequate justification vis-à-vis their age is also required to be disclosed.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

SES Observations:

As stated, earlier, SES had sent emails to companies, in respect of which SES had noticed non-compliance. While many companies responded with last minute resignations of directors or last-minute announcements or clarification that term of appointment will be coming to an end. However, some companies responded with their clarification. Some of the responses received from companies for not obtaining NEDs by 31st March, 2019 are as under:

• There are some companies who have taken shareholders’ approval for some of the Non-Executive Directors but haven’t taken for all, such as Asian Paints Ltd, Bajaj Finserv Ltd, Bajaj Finance Ltd & Sundaram Finance Ltd. These are large companies and it appears that they have either not understood the law or forgot to comply, hence became non- compliant. • Emami Ltd had come up with several proposals combined into a single resolution for continuation of Non-Executive Directors aged more than 75 years, rather than seeking approval of each Director separately. Bunching of appointments/ re-appointments takes away opportunity from the shareholders to vote FOR or AGAINST on each individual appointee. In addition to bunching the resolution, the Company appears to have given scant regard to the spirit and objective behind the law. It seems the Company has proposed the resolution not on merit but a matter of forced compliance. Section 162(1) states as under: “At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it - S.162 (1) of the Act.

SES is of the opinion that the shareholders must be given an opportunity to vote on individual matters, separately. ➢ Berger Paints India Ltd - The appointment has been made only for a period from 1st April 2019 to 31st March, 2020. Thus, since director has already been re-appointed by way of special resolution, albeit for a term of one year only, the Company has already complied with the requirement of passing a special resolution for his continuation as Non- Executive Director.

SES Comment: The resolution was only for second term and did not mention any reason for continuing appointment beyond 75 years of age, although the law clearly states that the explanatory statement must indicate ‘justification for such continuation or appointment’. Therefore, logically any resolution of a person who has attained age of 75+ years, without specifically mentioning age and justification for continuing beyond 75 years will not be in compliance with law.

➢ Gujarat Fluorochemicals Limited has already taken approval of Shareholders by Special Resolution passed at their general meeting held on 31st August,2018.

SES Comment: The resolution approved by shareholders for second term is not in conformity with SEBI amendment for continuation of NED aged more than 75 years. Caplin or Camlin ?? Point Laboratories Ltd & Sundaram Finance Ltd, JK Lakshmi Cement Ltd, Indoco Remedies Ltd, Unichem Laboratories Ltd, Wipro Ltd, Reliance Industries Ltd, Inox Wind Ltd are some other companies non-compliant for similar reason.

➢ PNB Housing Finance Ltd–The Company has responded to SES’s email – “This is further to our discussion, we would like state that Mr. Shital Kumar Jain Independent Director was appointed by the shareholders on 08th August, 2014 and his term is completing on 8th August, 2019.

SES Comment: A clear-cut case of not understanding the law. It is not material as to when the term is getting over. What is material is 75+ years of age and still a director without approval through Special Resolution for continuance post 1st April, 2019. Such leniency on the part of the management of a Listed Company having market capitalization over 10,000 crores is of a serious concern.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

➢ Bajaj Finserv Ltd in its email response, has stated as under–

i) Regulation 17(1A) of the LODR Regulations requires a special resolution to be passed for the appointment or continuation of directors who are over 75 years. The Regulations have not stipulated that prior approval should be obtained before 1st April 2019. ii) The Board of Directors of the Company has already passed necessary resolution for continuance of director Shri Balaji Rao, who has crossed the age of 75 years at the meeting held in March 2019, subject to approval to be taken at the ensuing annual general meeting of the Company. iii) Communication regarding this has already been made to the stock exchanges immediately on conclusion of the board meeting in March 2019. Approval will accordingly be taken at the ensuing annual general meeting of the Company in July 2019. iv) Shri Rahul Bajaj, Chairman is a non- executive non-independent director liable to retire by rotation. He has tendered his resignation to take effect after office hours from 16 May 2019, which has also been noted by the Board of Directors at its meeting held in March 2019. On account of his having crossed the age of 75 years, for the period 1 April 2019 to 16 May 2019, a special resolution is being taken up to be passed at the ensuing AGM as approved by the board at the said meeting. v) We have been advised by our legal counsel that considering the applicable legal provisions, a resolution adopted by the board of directors followed by a post-facto approval by a special resolution of the shareholders will be in compliance with the law. vi) In light of the above, please note that the company is compliant with the laws.

SES Comment: It appears that the Company is of the view that approval was not required before 1st April 2019. However, the Company has also not mentioned as to in their opinion by when the approval was required to be obtained?

Further, whether a director has resigned with effect from a future date or his term is coming to an end in near future, is really not material. SES is of the opinion that anyone who has attained age of 75 years as on 1st April 2019 and has not been appointed or approved for continuation beyond 75 years through a special resolution and justification for continuing beyond 75 years, is not eligible to continue as director on Board of a company in terms of SEBI LODR. All such directors and respective companies are in default and are non-compliant. The Companies who have obtained shareholders’ approval after 1 April, 2019 for the directors who are already aged more than 75 years is pure non-compliance as per amendment because there was enough period provided to obtain the shareholders’ approval. The companies who will seek / have sought shareholders’ approval for continuance of such directors are Sun TV Network Ltd, Bajaj Finance Ltd, Bajaj Auto Ltd, Bajaj Holdings & Investment Ltd, Gujarat Pipavav Port Ltd. ➢ Larsen & Toubro Ltd – The Company had obtained shareholders’ approval for appointment of concerned director from April 1, 2014to March 29, 2017 for first term i.e. upon his attaining the retirement age fixed of 75 years (Superannuation) and was re-appointed for 5 years from March30, 2017 to March 29, 2022 by the way of special resolution for second term on 22 August, 2017. SEBI introduced the amendment later on 9th May, 2018. The approval taken was in the context of Company’s internal policy to continue till age of 75 years (superannuation). Though this is fine as per spirit of law, however technically as per regulation and required disclosures regarding such appointment, this could be a case of technical non-compliance as per SES, although such non-compliance may not be viewed as such and may be condoned. This is another example of mis-interpretation (the explanatory statement annexed to the notice for such motion should indicate the justification for appointing vis-à-vis the age of such a person).

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

CONCLUSION

Cases of non-compliances, last minute hurry to seek approval or resignation or even approval process extending beyond 31st March 2019 very clearly indicates that:

• Interpretation of law related to appointment / continuation of NEDs beyond 7 years appears to be a major issue. Can one believe this for Top 500 Listed Companies? India Inc. has the capability to understand the most complex laws inter alia, relating to taxation easily. What is the reason that a simple amendment on age for continuance of the director is not understood by such big Corporates?

• Historically, it is observed that India Inc. waits till the deadline approaches, always being eternal optimist that law may be withdrawn, deadline extended, or law may be modified.

• While India Inc. may by now having been accustomed to enforcement of laws, since individuals who are directors certainly do not act proactively. More so, in this case, it is their personal reputation that is involved. Does it mean that directors on the Board are not even bothered about compliance with the regulations?

• SES is of the opinion that such non-compliances are result of failure of system to punish non-compliance.

• SES is of the view that in the current scenario, where SEBI is acting principally against violators of various regulations, a day is not far off when action might be initiated against directors/ companies on this issue as well. SES is of the opinion that a stringent action by the Regulator will go a long way in ensuring compliance by all Listed Companies.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

Annexure A

Cases where approval is still pending (as on 1st April, 2019)

Name of Non-Executive Sr. Company Name Position D.O.B. Age Expertise Education Directors 1 Asian Paints Ltd Mahendra Chimanlal Choksi NED 19-04-1941 78 Entrepreneur M. Com 2 Asian Paints Ltd Mahendra Mangaldas Shah ID 19-04-1940 79 Industry Expert M.E. 3 Bajaj Auto Ltd Balaji Rao J Doveton ID 15-12-1939 79 Finance M.E./AMP 4 Bajaj Auto Ltd MurariPejavar ID 30-06-1941 84 Administration MA 5 Bajaj Finance Ltd Rahulkumar K Bajaj NED 10-06-1938 80 Industrialist L.L.B./MBA 6 Bajaj Finance Ltd Dipakkumar J Poddar ID 09-11-1943 75 Finance B.Sc./SM 7 Bajaj Finance Ltd Balaji Rao J Doveton ID 15-12-1939 79 Finance M.E./AMP 8 Bajaj Finserv Ltd Balaji Rao J Doveton ID 15-12-1939 79 Finance M.E./AMP 9 Bajaj Holdings & Inv. Ltd Balaji Rao J Doveton ID 15-12-1939 79 Finance M.E./AMP 10 Berger Paints India Ltd Kamal Ranjan Das ID 23-02-1931 88 Management B.Sc. 11 Caplin Point Lab Ltd V Thirumalai ID 01-07-1941 77 Finance M.Com 12 Colgate Palm (India) Ltd Rajendra Ambalal Shah ID 07-07-1931 87 Legal B.A./L.L.B. 13 Colgate Palm (India) Ltd Pradyot Kumar Ghosh ID 21-12-1934 84 Entrepreneur C.A. 14 Gayatri Projects Ltd Linga Moorthy Vajjhala ID 30-10-1936 82 Industry Expert M.Sc./Ph.D. 15 Gayatri Projects Ltd Harivithalrao V Chintalapati ID 30-04-1939 79 Banker B.A./CAIIB 16 Gujarat Fluoro. Ltd S P Jain ID 01-02-1940 83 Accounts & Taxation FCA 17 Gujarat Pipavav Port Ltd Pradeep Mallick ID 20-11-1942 76 Management B. Tech 18 Guj. State Fert & Chem Ltd Vijai Kumar Kapoor ID 13-09-1938 80 Administration MA/IAS 19 Indoco Remedies Ltd Divakar M Gavaskar ID 05-02-1943 76 Finance C.A./CS/B. Com 20 Indoco Remedies Ltd Sharad Pandurang Upasani ID 01-10-1938 80 Administration L.L.B./MBA/IAS 21 Indoco Remedies Ltd Anil Mahadeo Naik ID 22-05-1942 76 Counsellor M.Com/MBA 22 Inox Wind Ltd Shanti Prashad Jain ID 01-02-1940 79 Accounts & Taxation FCA 23 J K Cements Ltd Krishna Behari Agarwal ID 01-07-1939 79 Finance L.L.B./CS/ICWA 24 J K Cements Ltd Sushila Devi Singhania NED 01-08-1935 83 Industry Expert B.A. 25 Jai Corp Ltd KhurshedMinocherDoongaji ID 06-07-1939 79 Legal B.A./L.L.B. 26 JK Lakshmi Cement Ltd Bhupendranath Bhargava ID 16-04-1936 82 Banking M.Com /L.L.B. 27 JK Lakshmi Cement Ltd Kashi Nath Memani ID 01-01-1939 80 Foreign Taxation C.A. 28 Larsen & Toubro Ltd Subodh Bhargava ID 30-03-1942 77 Management M.E. 29 PNB Housing Finance Ltd Shital Kumar Jain ID 12-09-1939 79 Banking M.A./MBA 30 Reliance Industries Ltd MansinghLaxmidas Bhakta ID 03-12-1931 87 Legal L.L.B. 31 Reliance Industries Ltd Yogendra Premkrishna Trivedi ID 06-01-1929 90 Legal B. Com/L.L.B. 32 Reliance Industries Ltd Raghunath Anant Mashelkar ID 01-01-1943 76 Scientific Research B.E./Ph.D. 33 Security &Inte. S India Ltd Devdas Apte ID 15-06-1934 84 Administration B.A. 34 Solar Industries India Ltd Anant Sagar Awasthi ID 14-01-1941 78 Management MA. /L.L.B./IAS 35 Sudarshan Che. Ind Ltd Narayandas Jagannath Rathi NED 18-05-1935 83 Chemical Industry M.Com/MBA 36 Sun TV Network Ltd Shanmuga Sundaram Selvam NED 24-04-1940 78 Media B.A. 37 Sundaram Finance Ltd Pudugramam N Venkatachalam ID 22-03-1944 75 Banking M.A./CAIIB

38 Sundaram Finance Ltd N Venkataramani ID 09-12-1939 79 Finance B.Sc./M.Sc.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

39 Swan Energy Ltd Navinbhai C Dave NED 25-10-1938 80 Industry Expert Not Disclosed 40 Swan Energy Ltd Rajkumar Sukhdevsinhji ID 06-08-1936 82 Industry Expert M.Sc. 41 Swan Energy Ltd Pitamber S Teckchandani ID 07-02-1938 81 Industry Expert M.E. 42 Swan Energy Ltd Rajat Kumar Dasgupta ID 02-11-1936 82 Industry Expert MTech 43 Unichem Laboratories Ltd Prafulbhai A Shah ID 20-01-1938 81 Industry Expert B.Sc. 44 Unichem Laboratories Ltd Prafull Chandra D Lal Sheth ID 08-02-1939 80 Industry Expert M pharma 45 Wipro Ltd Narayanan Vaghul ID 04-08-1936 82 Governance B. Com 46 Wipro Ltd Ashok Sekhar Ganguly ID 28-07-1935 83 Management B.Sc./MS/Ph.D. 47 Wipro Ltd William Owens ID 08-05-1940 78 Management MA/MBA Note: The above list includes certain Companies which had obtained special resolution for appointment or re-appointment of their NEDs. However, since such approval did not explicitly state the reason for approval (75 years), therefore, SES does not consider them, as requisite compliance.

Interpretation of Law - A rocket science or Is the law inconvenient? 2019

RESEARCH ANALYST: GANESH MANDAVKAR | JN GUPTA

RELEASE DATE: 7TH MAY 2019

DISCLAIMER

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