Director Resignation Details

Mr. Anil Khandelwal resigned as Independent Director with immediate effect. The company acknowledges his contribution and states that the resignation relates to "governance and process perspectives" rather than any breach of law or regulation. The Board characterizes the concerns as "a subjective assessment of internal deliberative processes."

Governance Structure Details

Nomination and Remuneration Committee (NRC):

  • Duly constituted under Section 178 of the Companies Act, 2013 and Regulation 19
  • Comprises 5 members: 4 Independent Directors and 1 Chairman/Whole-Time Director
  • Chaired by an Independent Director
  • All resolutions on director selection and KMP (Key Managerial Personnel) remuneration were unanimous
  • All suggestions from the outgoing Director were considered and implemented when deemed desirable

Professional Assignments Disclosure

The company disclosed two specific professional assignments involving firms where Independent Directors had interests:

1. Acquisition Agreement Services: The company recently acquired a majority stake in another company and availed professional services of a law firm for drafting the Acquisition Agreement (Share Purchase Agreement). One of the senior partners of this law firm serves on the Board as an Independent Director.

2. Due Diligence Services: The Financial and Tax Due Diligence of the Target Company was carried out by a "very old and reputed Professional firm" whose senior partner is the Audit Committee Chairman and serves on the Board as an Independent Director.

Compliance and Disclosure Process

  • Each concerned Director disclosed their interest in Form MBP-1 under Section 184(1) read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014
  • Disclosures were made at the first Board meeting of each financial year and on every change
  • All directors were aware of the relationships through presentations made to them
  • Services were provided at arm's length basis
  • Fees paid were within statutorily prescribed limits under Companies Act, 2013
  • Declarations under Section 149(7) and Regulation 25(8) were obtained

Acquisition Approval Process

The acquisition of the target company was approved by the Board on June 23, 2026. The approval was based on two valuation reports given by Independent External Valuation Experts. The resolution passed was unanimous during the meeting.

Company Commitment Statement

The Board states it remains "fully committed to the highest standards of corporate governance, transparency, and regulatory compliance" and remains "open to constructive dialogue to address any concerns in a professional manner." The Board believes all material decisions are taken through established governance processes involving appropriate deliberation and professional advice.

#Tags: #RashiPeripherals #SEBIDisclosure #RegulatoryCompliance #Governance #ManagementChange #Neutral