Postal Ballot Notice

Document Summary

Nayara Energy Limited has issued a Postal Ballot Notice to its shareholders, pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The notice pertains to seeking shareholder approval via remote e-voting for the appointment and remuneration of key managerial personnel. The e-voting period commences on May 29, 2024, at 8:00 a.m. and concludes on June 27, 2024, at 5:00 p.m. The cut-off date for determining voting rights is May 24, 2024. Kala Agarwal has been appointed as the Scrutinizer for the e-voting process. The results of the e-voting will be declared on or before June 28, 2024, at 5:00 p.m. and will be displayed on the company’s website and notice boards.

The resolutions to be approved are:

1. Appointment of Mr. Alessandro des Dorides as Chief Executive Officer: The resolution seeks approval for the appointment of Mr. Alessandro des Dorides as the Chief Executive Officer (CEO) of the Company, effective April 29, 2024, for a term of three years. It also seeks approval for his remuneration, which includes a basic salary of USD 1,294,601 per annum (USD 789,707 net of taxes), an annual performance-linked incentive (APLI) of USD 906,221 per annum (USD 552,795 net of taxes), and allowances such as housing, car, relocation, and education. The APLI can be up to a maximum of 150% based on company and individual performance. The notice also includes provisions for allowances, benefits, and coverage under company policies like Provident Fund, Gratuity, and insurance schemes.

   • The explanatory statement details Mr. Des Dorides' qualifications and experience, noting his previous role as an independent consultant and his lack of employment or remuneration from any organization in FY 2023-24. It states that his proposed remuneration is comparable to similar positions in the industry. He will be responsible for day-to-day administration and management as a 'Manager' under the Companies Act. Given that he is not a resident of India, the appointment requires Central Government approval.
   • In FY 2023-24, the company had a net profit after tax of ₹ 1,20,852 million and a profit under Section 198 of the Act of ₹ 1,60,435 million. Shareholder approval is sought to allow remuneration to exceed limits prescribed under Section 197 read with Schedule V, even if profits are inadequate in future financial years. The board is also authorized to alter the terms of appointment and revise remuneration based on performance.

2. Appointment of Mr. Prasad K. Panicker as Executive Chairman: The resolution seeks approval for the appointment of Mr. Prasad K. Panicker (DIN: 06476857) as the Executive Chairman of the Company for a period of three years, from April 19, 2024, to April 18, 2027. It also seeks approval for his remuneration, which includes ₹ 7,34,01,770 per annum in basic salary, allowances, and perquisites, and a performance-linked incentive of ₹ 5,13,81,239 per annum, which can be up to 150% based on performance. This includes company-provided accommodation or house rent allowance, car operating expenses, medical expenses, and contributions to provident fund. He is also covered under Company's Provident Fund, Gratuity, Hospitalisation, and other insurance schemes.

   • The explanatory statement notes that Mr. Panicker was previously reappointed as 'Chairman & Head of Refinery' until February 16, 2026, but the Board decided to separate these roles. Mr. Panicker's past remuneration for FY 2023-24 as 'Chairman and Head of Refinery' was ₹ 7,40,07,072. He has over 40 years of experience and his current remuneration is considered commensurate with his experience and the industry standards. The approval of members is sought to authorize the Board of Directors to alter and vary the terms and conditions of his appointment.
   • In FY 2023-24, the company had a net profit after tax of ₹ 1,20,852 million and a profit under Section 198 of the Act of ₹ 1,60,435 million. Shareholder approval is sought to allow remuneration to exceed limits prescribed under Section 197 read with Schedule V, even if profits are inadequate in future financial years.

3. Taking over the responsibilities of ‘Manager' by Mr. Prasad K. Panicker: The resolution seeks approval for Mr. Prasad K. Panicker to take over the responsibilities of the 'Manager' under Section 2(53) of the Act for the period from April 1, 2024 to April 29, 2024. The explanatory statement explains that Mr. Panicker took over these responsibilities in the interim period between April 1, 2024 and April 29, 2024, after the term of Dr. Alois Virag as CEO ended and before the joining of Mr. Alessandro des Dorides. Mr. Panicker did not receive any additional remuneration for taking on these responsibilities.

The document includes detailed instructions for remote e-voting, including procedures for registering email IDs, accessing the e-voting system via NSDL and CDSL, and troubleshooting technical issues. It also provides general guidelines for shareholders, particularly institutional shareholders, and emphasizes the importance of keeping passwords confidential. The company has provided email addresses and phone numbers for shareholders who need assistance with the e-voting process.

Annexure 1 provides general information about Nayara Energy, including its nature of industry, commencement of commercial production, financial performance for the year ended March 31, 2024, foreign investments, and trends in the industry. It also discusses reasons for inadequacy of profit, if any, and steps taken for improvement. Annexure 2 provides detailed profiles of Mr. Alessandro des Dorides and Mr. Prasad K. Panicker, including their age, qualifications, experience, terms of appointment, remuneration, and other directorships.