Nagarjuna Fertilizers And Chemicals Ltd - Announcement under Regulation 30 (LODR)-Change in Directorate

https://www.thehindubusinessline.com/companies/announcements/others/nagarjuna-fertilizers-and-chemicals-ltd-announcement-under-regulation-30-lodr-change-in-directorate/article26042975.ece

With reference to the subject, we would like to intimate that the Board of Directors of the Company at their meeting held on Saturday, January 19, 2019, at the Registered Office of the Company, inter alia considered, took note of the following:

1. Retirement of Mr. K S Raju from the office of Chairman
2. Appointment of Mr. Uday Shankar Jha, as regular Chairman of the Board
3. Reconstitution of the Committee(s) of the Board of Directors

Consequent to the above changes, the composition of Board of Directors of the company, consist of Two Independent Directors, Three Nominee Directors, One Non-Executive Director (Promoter Nominee), and One Executive Director, as under:

Name Category
Mr. Uday Shankar Jha (Chairman) Non-Executive Director
Mr. Kanumuru Rahul Raju Managing Director
Mr. Chodavarapu Balamouli Independent Director
Ms. Lalitha Raghuram Independent Women Director

Mr. Chandrapal Singh Yadav Nominee Director - KRIBHCO
Mr. Vedantham Venkata Satya Ravindra Nominee Director - IDBI
Mr. Syed Shahabuddin Nominee Director - SBI

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than the immediate next meeting of the board of directors or three months from the date of such vacancy, whichever is later.

As informed in Quarterly Compliance Report on Corporate Governance, for the quarter ended December 2018, consequent to demise of Capt. Hariharan Ramanathan, Independent Director, on November 13, 2018, the company has to appoint a new Independent Director on or before February 12, 2019; and for vacancy caused due to resignation of Dr. NCB Nath, Independent Director, new Independent Director need to be appointed on or before March 02, 2019.

Further to the earlier intimation, consequent to the modifications as detailed above, the company needs to appoint an Independent Director on or before April 18, 2019. The company will undertake all possible endeavors, to reconstitute the Board of Directors, in line with requirements of Listing Regulations, within the stipulated timelines, by appointing new Independent Director(s).

Further to ensure continued compliance with Listing Regulations, the Board of Directors reconstituted the Committees as under:

1) AUDIT COMMITTEE

Name Designation Category
Mr. C B Mouli Chairman Independent Director
Ms. Lalitha Raghuram Member Independent Director 
Mr. Syed Shahabuddin Member Nominee Director

2) NOMINATION AND REMUNERATION COMMITTEE

Name Designation Category
Mr. C B Mouli Chairman Independent Director
Ms. Lalitha Raghuram Member Independent Director 
Mr. V V S Ravindra Member Nominee Director

3) RISK MANAGEMENT COMMITTEE

Name Designation Category
Mr. C B Mouli Chairman Non-Executive Director
Mr. K Rahul Raju Member Executive Director
Mr. Syed Shahabuddin Member Nominee Director
Mr. V V S Ravindra Member Nominee Director


4) STAKEHOLDERS RELATIONSHIP COMMITTEE

Name Designation Category
Mr. C B Mouli Chairman Independent Director
Ms. Lalitha Raghuram Member Independent Director 
Mr. V V S Ravindra Member Nominee Director

In case, if any further information or clarification is needed, we would be glad to furnish the same. We request your good self to kindly take the above information on record. The above information is also disseminated on the website of the company viz., www.nagarjunafertilizers.com/inv_announcements.htm.

The extracts of Resolutions passed at the Board Meeting are enclosed for your information and record.

The Meeting of the Board Commenced at 14:30 hours and concluded at 19:30 hours.