Motherson Sumi Systems Limited
Head Office: C-14 A & B, Sector 1, Noida - 201301 Distt. Gautam Budh Nagar, U.P. India
Tel: +91-120-6752100, 6752278, Fax: +91-120-2521866, 2521966, Website: www.motherson.com
January 29, 2022
National Stock Exchange of | BSE Limited |
India Limited | 1st Floor, New Trading Ring |
Exchange Plaza, 5th Floor, | Rotunda Building |
Plot No. C/1, G- Block, | P.J. Towers, Dalal Street |
Bandra Kurla Complex, | Fort |
Bandra (E) | MUMBAI - 400001, India |
MUMBAI - 400051, India | Scrip Code: 517334 |
Scrip Code: MOTHERSUMI |
Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for change in Director and Key managerial personnel of the Company
Dear Sir,
This is with reference to the Company's letter dated December 24, 2021 regarding receipt of certified copy of the order of the Hon'ble NCLT sanctioning the Scheme of amalgamation and arrangement between Motherson Sumi Systems Limited ('the Company'), Samvardhana Motherson International Limited, Motherson Sumi Wiring India Limited ('MSWIL') and their respective shareholders and creditors ('Scheme') and thereby, inter-alia, approving the demerger of Demerger of Domestic Wiring Harness Undertaking of the Company to MSWIL.
Subsequent to the effectiveness of the demerger of Domestic Wiring Harness Undertaking to MSWIL, the Board of Directors in its meeting held on January 28, 2022 approved the following changes in the Board of Directors and Key Managerial Personnel ('KMP') of the Company:
S. No. | Name of Director / KMP | Particulars of change | |||
1. | Mr. Veli Matti Ruotsala | Appointed as an Additional and Independent Director of | |||
(DIN: 09462008) | the Company, not liable to retire by rotation, for a period | ||||
of 5 (five) years commencing from January 28, 2022 to | |||||
January 27, 2027, subject to approval of the | |||||
shareholders. | |||||
Regd Office:
Unit - 705, C Wing, ONE BKC
G Block Bandra Kurla Complex
Bandra East Mumbai - 400051
Maharashtra (India)
Email: investorrelations@motherson.com
CIN No.: L34300MH1986PLC284510
S. No. | Name of Director / KMP | Particulars of change | ||
The details of appointment, as required under the SEBI | ||||
(Listing Obligations and Disclosure Requirements) | ||||
Regulations, 2015 read with SEBI Circular No. | ||||
CIR/CFD/CMD/4/2015 dated September 9, 2015 are | ||||
enclosed as Annexure 'A'. | ||||
2. | Mr. | Robert | Joseph | Appointed as an Additional and Independent Director of |
Remenar | the Company, not liable to retire by rotation, for a period | |||
(DIN: 09469379) | of 5 (five) years commencing from January 28, 2022 to | |||
January 27, 2027, subject to approval of the | ||||
shareholders. | ||||
The details of appointment, as required under the SEBI | ||||
(Listing Obligations and Disclosure Requirements) | ||||
Regulations, 2015 read with SEBI Circular No. | ||||
CIR/CFD/CMD/4/2015 dated September 9, 2015 are | ||||
enclosed as Annexure 'B'. | ||||
3. | Mr. | Arjun Puri | (DIN: | In order to ensure continuity of Board participation and |
00211590) | benefit the demerged entity with the vast experience and | |||
knowledge of Mr. Arjun Puri, inter-alia, of Domestic | ||||
Wiring harness Undertaking of the Company, Mr. Arjun |
Puri to be appointed as an Independent Director of MSWIL for his remaining tenure in the Company, i.e., up to March 31, 2024.
Accordingly Mr. Arjun Puri has resigned and ceased to be an Independent Director of the Company effective from January 28, 2022.
The details of resignation, as required under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are enclosed as Annexure 'C'.
4. Ms. Geeta Mathur (DIN: In order to ensure continuity of Board participation and
02139552) | benefit the demerged entity with the vast experience and |
knowledge of Ms. Geeta Mathur, inter-alia, of Domestic | |
Wiring harness Undertaking of the Company, Ms. Geeta | |
Mathur to be appointed as an Independent Director of | |
MSWIL for her remaining tenure in the Company, i.e., up | |
to March 31, 2024. | |
Accordingly Ms. Geeta Mathur has resigned and ceased | |
to be an Independent Director of the Company effective | |
from January 28, 2022. | |
The details of resignation, as required under Regulation | |
30 of the Securities and Exchange Board of India (Listing | |
Obligations and Disclosure Requirements) Regulations, | |
2015 are enclosed as Annexure 'D'. | |
5. | Mr. G.N. Gauba | In order to ensure continuity of management participation |
(PAN: ACTPG0642B) | and benefit the demerged entity with the vast experience | |
and knowledge of Mr. G.N. Gauba, inter-alia, of Domestic | ||
Wiring harness Undertaking of the Company, the Board | ||
of Directors approved transfer of Mr. G.N. Gauba to | ||
MSWIL for his appointment as Chief Financial Officer of | ||
MSWIL. | ||
Accordingly Mr. G.N. Gauba ceases to be Chief Financial | ||
Officer of the Company effective from January 28, 2022. | ||
6. | Mr. Kunal Malani | Appointed as Chief Financial Officer of the Company |
(PAN: AIVPM5334Q) | effective from January 28, 2022. | |
The details of appointment, as required under the SEBI | ||
(Listing Obligations and Disclosure Requirements) | ||
Regulations, 2015 read with SEBI Circular No. | ||
CIR/CFD/CMD/4/2015 dated September 9, 2015 are | ||
enclosed as Annexure 'E'. | ||
The above disclosure is submitted pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for your kind information and records.
Thanking you,
Yours truly,
For Motherson Sumi Systems Limited
Alok Goel
Company Secretary
Annexure - 'A'
The details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 for appointment of Mr. Veli Matti Ruotsala are given below:
S. | Particulars | Details | |||
No. | |||||
1. | Reason for change viz. appointment, | Appointment | as | Additional | and |
resignation, removal, death or otherwise | Independent Director |
2. Date of appointment / cessation (as January 28, 2022 applicable)
Term of appointment | 5 (five) years commencing from January | |
28, 2022 to January 27, 2027. | ||
3. | Brief Profile (in case of appointment) | As per attached Annexure A1. |
4. Disclosure of Relationships between Mr. Veli Matti Ruotsala is not related to
Directors (in case of appointment of a | any of the Directors of the Company. | ||||
Director) | |||||
5. | Information as required pursuant to BSE | Mr. Veli Matti Ruotsala is not debarred | |||
Circular | with | ref. | no. | from holding the office of Director by | |
LIST/COMP/14/2018- 19 and the | virtue of any SEBI Order or any other | ||||
National Stock Exchange of India Ltd | such Authority. | ||||
with ref. no. NSE/CML/2018/24, dated | |||||
June 20, 2018. | |||||
Annexure A1
Brief Profile of Mr. Veli Matti Ruotsala
Mr. Matti Ruotsala, is an industry veteran with vast experience from several corporations.
His educational qualification includes an M.Sc. Engineering Degree (Industrial Engineering/tuotantotalous) in 1981 from Helsinki University of Technology (today Aalto University). This was followed by a Core executive MBA degree in 1995 from Helsinki University of Technology (today Aalto University).
He started his career (1982-2005) with the Konecranes plc, a material handling (Cranes) industry. His last stint here was as a Chief Operating Officer and Deputy to CEO from 2001 to 2005. After that, he joined AGCO Corporation, a farming machinery industry as Corporate Vice President AGCO and Managing Director of Valtra for two years i.e., 2005-2007. In 2007 he joined Fortum Corporation where he remained till 2017, donning several senior positions in the interim period. From here he retired as Deputy CEO in November 2017.
He continues to hold several positions of trust in multiple companies across various industries.
In the Electrical grids (DSO), energy segment, he is Chairman of the Board of Directors of Caruna Networks Oy, since 2019. Caruna is owned by private equities OMERS and First Sentier Investors and by Finnish pension Funds ELO and KEVA. Also, in Oy Halton Group Ltd. (a family-owned company), he is a member of the Board of Directors since 2006. In the automotive and commercial vehicle industry segment, he is the Chairman of the Board of Directors in PKC Group Ltd. since 2008.
During his long and distinguished career, he has held following several other positions of trust in the past:
- Chairman of the Board of Directors (2015-2017) for Componenta Oyj (a listed company) and Vice Chairman of the Board of Directors (2012-2015)
- Teollisuuden Voima Oyj, member of the Board (since 2008) Chairman/Vice Chairman of the Board of Directors (2010-2018), member of the Board of Directors (2008-2009),
- Kemijoki Oy as Chairman of the Board of Directors (2008-2017)
- Larox Oyj (a listed company), Member of the Board of Directors (2005-2010),
- OKG AB, Vice Chairman of the Board of Directors (2008-2010)
- Forsmarks Kraftgrupp AB, Vice Chairman of the Board of Directors (2008-2010),
- President of CEMA (The European Agricultural Machinery Industry Association) (2005-2007),
- Chairman of the Finnish Quality Award Committee (2001-2004)
Mr. Matti Ruotsala has lived across Germany, United Kingdom and Singapore apart from Finland as part of his professional career. He is proficient in Finnish (mother tongue), English and German and has adequate proficiency in Swedish language.
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Motherson Sumi Systems Ltd. published this content on 29 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 January 2022 09:00:06 UTC.