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Except Mr Chitale, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives
are concerned or interested, financially or otherwise, in the Resolution set out at Item number 07.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock
Exchanges.
Item number 08
The Board of Directors (Board) appointed Ms S A Panse as an Additional Director on March 27, 2015. Subject to the approval
of the Shareholders, the Board also appointed Ms Panse as an Independent Director for five years effective March 27, 2015; her
brief résumé is given below:
Name
Ms S A Panse
Date of birth
January 28, 1954
Brief résumé
Ms Panse has 38 years of experience in the field of banking and worked in various positions in
Banking industry, the last being as the Chairperson and Managing Director of Allahabad Bank Ltd.
Ms Panse is the Chairperson of Quality Review Board of Indian Institute of Actuaries and a Member
of P J Nayak Committee on Corporate Governance set up by the Reserve Bank of India.
Ms Panse holds MSc degree from Pune University, MBA degree from Drexel University and is a
certified Associate of Indian Institute of Bankers.
Directorship in other companies
Public companies:
Cholamandalam MS General Insurance Company Ltd
IL & FS Financial Services Ltd
KSK Energy Ventures Ltd
L&T Infrastructure Development Projects Ltd
The Federal Bank Ltd
Private companies:
Nil
Membership in committees of other
companies
Chairperson of committees:
IL & FS Financial Services Ltd - CSR Committee
The Federal Bank Ltd - Performance Review Committee
Member of committees:
Cholamandalam MS General Insurance Company Ltd - Audit Committee
IL & FS Financial Services Ltd - Audit Committee
IL & FS Financial Services Ltd - Nomination and Remuneration Committee
KSK Energy Ventures Ltd - Audit Committee
L&T Infrastructure Development Projects Ltd - Audit Committee
L&T Infrastructure Development Projects Ltd - Nomination and Remuneration Committee
The Federal Bank Ltd - Audit Committee
The Federal Bank Ltd - IT and OPS Committee
The Federal Bank Ltd - Large Value Frauds Committee
Number of shares held in the Company 50
In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Ms Panse being eligible and offering herself
for appointment, is proposed to be appointed as an Independent Director for five consecutive years from March 27, 2015 to
March 26, 2020. A Notice has been received from a Member proposing Ms Panse as a candidate for the office of Director of
the Company.
In the opinion of the Board, Ms Panse fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder
for her appointment as an Independent Director of the Company and she is independent of the Management. Copy of the
draft letter for appointment of Ms Panse as an Independent Director setting out the terms and conditions will be available
for inspection without any fee by the Members at the registered office of the Company during normal business hours on any
working day.
Ms Panse does not hold by herself or together with her relatives two percent or more of the total voting power of
the Company.
The Board considers that her association will benefit the Company. Accordingly, the Board recommends the Resolution in relation
to appointment of Ms Panse as an Independent Director for the approval by the Members.