KEC INTERNATIONAL LTD. RPG House 463, Dr. Annie Besant Road Worli, Mumbai 400030, India +91 22 66670200 www.kecrpg.com August 04, 2020 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai 400 051 Mumbai – 400 001 Symbol: KEC Script Code: 532714 Dear Sir / Madam, Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, please find enclosed herewith a copy of the newspaper notice published to give intimation of the meeting of Board of Directors of the Company scheduled to be held on Monday, August 10, 2020, inter-alia to consider and approve Unaudited Standalone and Consolidated Financial Results for the quarter ended June 30, 2020. The above is for your information and records. Thanking you, Yours faithfully, For KEC International Limited Amit Kumar Gupta Company Secretary & Compliance Officer Encl: as above Registered Office: RPG House, 463, Dr. Annie Besant Road An Company Worli, Mumbai 400030, CIN: L45200MH2005PLC152061, India. MUMBAI | TUESDAY 4 AUGUST 2020 TAKE TWO 7 . < financial investment and had a per- ed with a large base of public and GROUP THINK sonal character to it. institutional shareholders. The Tata > To bolster this argument, the Trusts are public charitable trusts, What SP Group seeks from the SC: Mistry family said that since 1951, not a private trust controlled by any Proportionate representation on Tata vs Mistry: The the family’s representation on the family members. Tata Sons Board board evolved from group compa- On the argument that the Mistry Deletion of Article 121 from the nies to Tata Sons. With time, more family has been denied “special AOA of Tata Sons (Article 121 gives Mistry family members represent- rights,” the Tata argument is that the “affirmative vote” to the Trust- ed their shareholding in more than only rights that are available to share- nominated directors) final countdown 20 group companies. holders are those that accrue in law Convert Tata Sons’ status back to The Mistrys argue that Tata Sons’ or under the terms of the Company’s public from private shareholding pattern clearly shows Articles of Association as share- The Supreme Court hearings that start this month will determine the legacy of that the holding company is a two- holders of Tata Sons. None of these Ratan Tata and establish the rights of minority shareholders group-owned entity as the Tata rights was denied to Mistry or Mistry TATA RESPONSE TO CYRUS Trusts, Tata companies and Tata family/entities, they said. MISTRY’S APPEAL: DEV CHATTERJEE family members hold 81.5 per cent As for the affirmative voting Mumbai, 3 August and the rest is held by the SP Group, right, it does not mean that the The cross-appeal filed by Cyrus the only significant non-Tata equity Trust-nominated directors can pass Mistry is contradictory and a hen the Supreme Court shareholder, making the arrange- any resolution at will. Any Tata Sons scatter-shot approach to deviate begins hearing petitions ment a quasi-partnership. board decision will require the supp- from the core issue and bring Wfiled by the Tata Sons and Tata’s legal team says the issue ort and majority vote of all the direc- narrative distractions that increase the Mistry family from this month, it of quasi-partnership is an after- tors. Article 121, at the very highest, speculation around the bona fide will decide not only the legacy of thought on the part of the Mistrys gives the majority of the Trust-nom- intentions and decisions of Tata group patriarch, Ratan Tata, 82, that was never effectively pleaded inated directors a right to veto a deci- Tata Sons Board and the rights of minority share- before the NCLT or the NCLAT. sion; they cannot impose their decis- Cyrus Mistry’s plea on holders but also the bruised egos of Tata Sons was incorporated in ion on the rest of the Board. “It is shareholder’s oppression and two top business families. 1917, founded by the late Jamsetji also a matter of record that to date mismanagement is unverifiable Also at stake is the veto power Tata and his family. Pallonji S Mistry this ‘veto’ has not been exercised Cyrus Mistry’s conduct is enjoyed by Tata charitable trusts in and Sterling Investments bought even once to negate a decision of the personally motivated and the affairs of Tata Sons and, of Tata Sons shares in 1965 — more Board,” the Tata group petition said. course, ~6 trillion of assets held by than 50 years after its incorporation On Mistry’s charges that Tata intended to malign the the Tata group, the country’s largest and after a large portion of the com- took poor business decisions, Ratan Tata Group’s reputation and its corporate group. Ratan Tata Cyrus Mistry pany’s shares were endowed to char- Tata left it to the stakeholders to stakeholders’ interests The four-year-old battle between itable trusts. decide. “At this stage of my life and Flawed representation of the case the friends-turned-foes started when cited the poor financial performance its shares. “If a company goes priv- moved the Supreme Court, which Even this initial shareholding career, I would not like to either of quasi partnership. Reflective of Cyrus Mistry, 52, the younger son of of Tata Steel Europe, Tata Motors' ate, it becomes difficult for the share- stayed the NCLAT order and sought was not a result of any grand alliance explain or defend my performance being self-serving and neither billionaire Pallonji Mistry, was uncer- Nano project, Tata Teleservices, holders to sell shares or give it as a responses from all parties. The Mist- or partnership but acquired through as chairman of Tata Sons and of the factually nor legally correct in the emoniously removed as chairman Indian Hotels, Jaguar Land Rover, collateral as it can lead to a change in ry family also appealed to the apex a secondary purchase of 124 equity other Tata companies whose board contextofthe case of Tata Sons in October 2016 — a few Tata Power’s Mundra which, he said, ownership,” says R S Loona, mana- court seeking additional reliefs on shares by Pallonji S Mistry. No spe- I chaired during my tenure. It is for months before his five-year term was drained Tata Sons coffers (he called ging partner of Alliance Law, adding, representation on Tata Sons board cial rights were attached to the the companies and their stakehold- 13% 2.5% to end. The Mistry family, which them “legacy hotspots”). “Clarity by the Supreme Court on on the basis of its 18.5 per cent stake Mistry family’s acquisition, and ers to judge,” he said in an emotion- Tata Others owns 18.5 per cent in Tata Sons, was Mistry also said he was made the this issue will help both sides.” in Tata Sons and deletion of Article none were either demanded or al appeal to the Supreme Court. companies 66% furious at the way Tata removed fall guy for several corporate gover- After the National Company Law 121 from Tata Sons’ articles of associ- promised to them. “However, one thing I would like Tata Trusts Mistry — triggering a bitter and ex- nance issues including Tata Capital’s Tribunal (NCLT), Mumbai, ruled in ation which gives Tata Trust-nomi- This purchase of shares in 1965 to clarify and reiterate that through- pensive legal battle between the two. loans to Tata’s close friend, C Siva- Tata Sons’ favour on April 17, 2017, nated directors an “affirmative vote”. was a transaction at a commercial out the past several decades that I Cyrus Mistry’s main grouse was sankaran (which were never repaid), saying Mistry’s removal was kosher, The Mistry family’s argument for value between a willing buyer and have served the Tata group in vari- he was blamed for the Tata group and bribery by AirAsia India for its the Mistry family moved the proportional board representation willing seller, the argument ran, and ous capacities, I have been solely companies’ shoddy performance flying licence. Interestingly, Mistry’s National Company Law Appellate was based on its claim that its stake there was no contract, arrangement guided by the interest of this group WHO OWNS during his tenure since 2012 but it successor, N Chandrasekaran, 57, is Tribunal (NCLAT) in New Delhi. The in Tata Sons was a quasi-partner- or understanding of any kind in and its enduring legacy, which can- TATA SONS? was his predecessor, Ratan Tata, who grappling with the same issues that appellate tribunal, on December 18 ship. Several instances were cited to which the Mistry family would have not be judged in numbers alone and created the crisis during his 20-year Mistry raised in 2016. last year, said Mistry’’s removal was prove this — personal letters writ- a seat at the board or any other man- goes beyond return on investment term at the helm of Tata Sons. In his In a related step, Tata Sons also “illegal,” restored him as Tata Sons ten by Ratan Tata to Pallonji Mistry agement role. and costs of capital.” 18.5% communications to the Tata Sons decided to turn into a private com- chairman and held Chandra- and transactions conducted with The Tata position is that the oper- Whether the Supreme Court directors and Tata Trusts trustees pany in September 2017, making it sekaran’s appointment illegal. Tata family members prove that the ating group companies are distinct agrees with this self-assessment is Mistry family soon after he was removed, Mistry difficult for the Mistry family to sell In January this year, Tata Sons relationship was beyond a simple legal entities, many of which are list- an open question.