M/s Alankit Assignments Ltd.

Registered office: Alankit House, 205-208,
Anarkali Complex, Jhandewalan Extension, New Delhi – 110 055

Telephone Number – 42541234
Fax Number – 42541201 

Code of Conduct

Code of Conduct

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The Company Secretary/ Compliance Officer
Shriram Pistons and Rings Ltd.
3rd Floor, Himalaya House
23, Kasturba Gandhi Marg
New Delhi – 110001

Ph: 91 11 2331 5941, +91 11 4645 1100
Fax: +91 11 2331 1203
Email: compliance.officer@shrirampistons.com

COMPANY NOTICE

SHRIRAM PISTONS AND RINGS LIMITED

REGD.OFFICE: 3^rd FLOOR, HIMALAYA HOUSE,

23, KASTURBA GANDHI MARG, NEW DELHI – 110001

CIN: L29112DL1963PLC004084; PAN: AAACS0229G

Phone: 011 23315941, Fax: 011 23311203,

E-Mail: compliance.officer@shrirampistons.com, Website: www.shrirampistons.com

1. The 58th Annual General Meeting of the Company (58th AGM) will be held on Wednesday, 29th June, 2022 at 4:00 P.M. Indian Standard Time (“IST”) through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) to transact the ordinary and special businesses, as set out in the Notice of AGM, in compliance with applicable provisions of Companies Act, 2013 and Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with General Circular Nos. 14/2020, 17/2020, 20/2020, 2/2021, 21/2021 and 2/2022 dated 8th April 2020, 13th April 2020, 5th May 2020, 13th January, 2021, 14th December 2021 and 5th May 2022 respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 12th May 2020 and 15th January, 2021 respectively issued by the Securities and Exchange Board of India (“SEBI Circulars”).
2. In terms of above MCA’s and SEBI’s Circulars, Notice of the 58th AGM and Annual Report for the year 2021-22 including the Audited Financial Statements for the year ended 31st March, 2022 (“Annual Report”) has been sent by e-mail to those Shareholders who have registered their e-mail ids with the Company/ RTA/ Depository Participants. The requirement of sending physical copy of Notice and Annual Report have been dispensed with vide the above Circulars.
3. Shareholders, who have not registered their e-mail id with the Company are requested to update it at the earliest enabling the Company to dispatch Notice of AGM and Annual Report. Process for updation of e-mail id is given as under: –

   A. For Shareholders holding shares in demat form:

   1. 1. Please contact your Depository Participant with whom you are maintaining demat account and follow the process as advised by them, or
      2. You may provide the following documents by sending e-mail to the Company at compliance.officer@shrirampistons.com:
   1. 1. 1. Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID)
         2. Name of Shareholder
         3. Self-attested scanned copy of Client master or copy of Consolidated Account statement
         4. Self-attested scanned copy of PAN card
         5. Self-attested scanned copy of Aadhar Card

   B. Shareholders holding shares in physical form may provide the following documents by sending e-mail to the Company at compliance.officer@shrirampistons.com:

   1. 1. Folio Number
      2. Name of Shareholder
      3. Scanned copy of the share certificate (front and back)
      4. Self-attested scanned copy of PAN card
      5. Self-attested scanned copy of Aadhar Card

   The Company shall co-ordinate with CDSL and provide the login credentials to the above mentioned Shareholders.

4. Notice of AGM and Annual Report are available on Company’s website viz. www.shrirampistons.com under Investors’ Guide and on website of National Stock Exchange of India Limited at www.nseindia.com.  The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
5. Members holding shares either in physical form or in demat form, as on the cut-off date of 22nd June, 2022, may cast their vote electronically on ordinary and special businesses given in the Notice through electronic voting system of Central Depository Services (India) Ltd. (“CDSL”).
6. All members are informed that:
   1. Ordinary and special businesses, as stated in the Notice of AGM, shall be transacted through voting by electronic means.
   2. Remote e-voting facility shall remain open from Sunday, 26.06.2022 (10:00 AM) to Tuesday, 28.06.2022 (5:00 PM) during which the Members holding shares as on the cut -off date (either in demat or in physical form) may cast their vote(s). No voting will be allowed beyond 5:00 PM on Tuesday, 28.06.2022. The remote e-Voting module shall be disabled by CDSL for voting thereafter.
   3. Right of voting (through remote e-voting and e-voting during AGM) shall be given to Members holding shares as on the cut-off date (i.e. 22.06.2022). Any person who is not a Member as on the cut-off date should treat the AGM Notice for information purpose only.
   4. Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and hold shares as on the cut -off date i.e. 22.06.2022 may obtain the login id and password by sending a request at helpdesk.evoting@cdslindia.com and cspreeti96@gmail.com.
   5. If you are holding shares in demat form and had logged on to www.evotingindia.com and have already voted for any company, then your existing password shall be used.
   6. Once a Shareholder has confirmed his/her vote on the resolution, he/she will not be allowed to modify his/her vote.
   7. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during AGM. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
   8. If you have any queries or issues regarding attending AGM & e-voting from the e-voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact 1800 22 55 33.
   9. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

   Login type	Helpdesk details
   Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 1800 22 55 33.
   Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

   10. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A Wing, 25th  Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to helpdesk.evoting@cdslindia.com or call  on 1800 22 55 33.
7. Notice is also hereby given that the Register of Members and the Share Transfer Books of the Company will remain closed from 23.06.2022 to 29.06.2022 (both days inclusive).

For SHRIRAM PISTONS & RINGS LTD.

Place: New Delhi Dated: June 6, 2022

Sd/- (Pankaj Gupta) Company Secretary Membership No.: F-4647 3^rd Floor, Himalaya House, 23, K.G. Marg, New Delhi-110001

1. Shri Sascha Putz has been appointed as Alternate Director to Shri Klaus Semke w.e.f 1.05.2023.

2. Shri Klaus Semke has been appointed as Non-Executive Director in the casual vacancy w.e.f. 1.05.2023, caused pursuant to the resignation of Shri Sascha Putz.

3. Shri Sascha Putz, Non-Executive Director of the Company, has resigned w.e.f. closing hours of 30.4.2023.

4. Shri Naveen Agarwal has been superannuated w.e.f. closing hours of 28.2.2023.

5. The Board, on the recommendation of Nomination & Remuneration Committee, has appointed Shri Masaaki Yamaguchi as Director in casual vacancy caused pursuant to resignation of Shri Yukio Tanemura and Shri Yasunori Maekawa as Alternate Director to Shri Masaaki Yamaguchi w.e.f. April 6, 2022.

6. Shri Yukio Tanemura, Non-Executive Director of the Company, has resigned w.e.f. closing hours of April 5, 2022. Consequent to his resignation, Shri Kaoru Ito, Alternate Director to Shri Yukio Tanemura, has also ceased to be the Director of the Company.

7. Shri A. K. Taneja cease to be the Managing Director & Chief Mentor w.e.f. closing hours of 31.3.2022.

8. Shri Pankaj Gupta has joined the Company on 9.8.2021 as Head-Legal & Company Secretary.

9. The Company had received a communication that Shri Thomas Mainitz would not be able to join SPR’s Board”. Therefore, he is not appointed as Alternate Director to Shri Sascha Putz.

10. Shri Shinichi Unno has been appointed as Independent Director in casual vacancy w.e.f. 31.5.2021.

11. Shri Kiyoto Tone has resigned w.e.f. closing hours of 07.05.2021. The Board, in its meeting held on 07.05.2021, had appointed Shri Shinichi Unno as Independent Director in casual vacancy caused pursuant to resignation of Shri Kiyoto Tone. His appointment shall be effective from the date of allotment of Director’s identification Number by Ministry of Corporate Affairs.

12. Shri Sascha Putz has been appointed as Non-Executive Director in the casual vacancy w.e.f. 30.03.2021, caused pursuant to resignation of Dr. Peter Neu.

13. Shri Thomas Mainitz has been appointed as Alternate Director to Shri Sascha Putz, subject to allotment of Director’s Identification Number (DIN) by Ministry of Corporate Affairs (MCA). The appointment shall be effective from the date of allotment of DIN by MCA.

14. Shri A.K. Taneja has relinquished his charge as CEO of the Company from the closing hours of 31.3.2021 and has been re-designated as Managing Director & Chief Mentor w.e.f. 1.4.2021.

15. Shri Krishnakumar Srinivasan has been designated as Managing Director & CEO w.e.f. 1.4. 2021.

16. Dr. Peter Neu has resigned from the Board of Directors w.e.f. closing hours of 01.02.2021. Pursuant to his resignation, Shri Sascha Putz, Alternate Director to Dr. Peter Neu, has also ceased to be a Director of the Company.

17. Shri Naveen Agarwal has been designated as Compliance Officer w.e.f. 1st February, 2021 and he will continue to remain and act as Alternate Company Secretary of the Company.

18. Shri R. Srinivasan, Joint Managing Director shall cease to be Director of the Company from closing hours of 31st January 2021.

19. Shri R. Srinivasan, shall cease to be Company Secretary & Compliance Officer of the Company from closing hours of 31st January 2021.

20. Shri Prem Prakash Rathi has joined the Company on 8.1.2021 as Chief Financial Officer.

21. Shri Naveen Agarwal ceases to be Chief Financial Officer of the Company w.e.f. 8.1.2021(11:00 AM).

22. Shri Naveen Agarwal appointed as Chief Financial Officer (CFO) of the Company for the period w.e.f. 30.12.2020 till the date of joining of Shri Prem Prakash Rathi. Shri Naveen Agarwal shall cease to be the CFO of the Company from the date of joining of Shri Prem Prakash Rathi.

23. Shri Prem Prakash Rathi be appointed as Chief Financial Officer (CFO) of the Company w.e.f. 8th January, 2021 or from the date of his joining, as the case may be.

24. Shri Vinod Raheja, Chief Financial officer, has resigned from the Company in Board Meeting held on 29.05.2020. His resignation shall be effective from 30.06.2020.

25. Shri Sascha Putz has been appointed as Alternate Director to Dr. Peter Neu w.e.f. 29.05.2020

26. Shri Hari S. Bhartia has been re-designated as Independent Director of the Company w.e.f. 31.03.2020.

27. Shri Ralf Buschbeck, Alternate Director to Dr. Peter Neu, has resigned from Board of Directors w.e.f. closing hours of 27.03.2020.

28. Shri Krishnakumar Srinivasan has been appointed as Additional Director (Managing Director) w.e.f 11.02.2020. He will take the position of Managing Director & Chief Executive Officer, effective from April 1, 2021.

29. Shri Masahiro Sekimoto has resigned from Board of Directors w.e.f. closing hours of 26.07.2019. Consequently, Shri Kaoru Ito, Alternate Director to Shri Masahiro Sekimoto has also ceased to be Director on Board of SPRL.

30. The Board, in its meeting held on 26.07.2019, has appointed Shri Yukio Tanemura as Director in casual vacancy caused consequent to resignation of Masahiro Sekimoto and Shri Kaoru Ito as Alternate Director to Shri Yukio Tanemura w.e.f. 27.07.2019.

31. Shri N. Okano (Alternate Director to Shri M. Sekimoto), Shri Ravinder Narain (Non-Executive Independent Director) and Shri C.Y. Pal (Non-Executive Independent Director) have resigned from the Board of Directors w.e.f. closing hours of 09.07.2019.

32. Shri Kaoru Ito has been appointed as Alternate Director to Shri M. Sekimoto w.e.f. 10.07.2019.

33. Mr.Alok Ranjan has been appointed as Additional (Non-Executive Independent) Director by the Board of Directors in their meeting held on 30th March, 2019.

34. Ms.Ferida Chopra has been appointed as Additional (Non-Executive Independent) Director by the Board of Directors in their meeting held on 30th March, 2019.

35. Mr. A.K. Taneja has been re-appointed as Managing Director of the Company w.e.f. 01.04.2019.

36. Mr. Luv D. Shriram has been re-appointed as Wholetime Director of the Company w.e.f. 05.05.2019.

37. Dr. Peter Neu has been appointed as Non-Executive Director by Shareholders in their meeting held on 10th July, 2018.

38. Dr. Peter Neu has been appointed as Non-Executive Director in casual vacancy caused due to resignation of Dr. Alexander Sagel.

39. Mr. Ralf Buschbeck has been appointed as Alternate Director to Dr. Peter Neu.

40. Mr. Kiyoto Tone has been appointed as Independent Director in casual vacancy caused due to resignation of Shri Toru Suzuki.

41. Mr. Toru Suzuki, Independent Director of the Company, has resigned with effect from 07th May, 2018.

42. Dr. Alexander Sagel, Non-Executive Director of the Company, has resigned with effect from 30th April, 2018.

43. Dr. Peter Neu, Alternate Director to Dr. Alexander Sagel, has also ceased to be a Director of the Company consequent to resignation of Dr. Alexander Sagel.

44. Shri O.P. Khaitan, Independent Director of the Company, passed away on 06th December, 2015.

45. Shri Tokuo Washio, Independent Director of the Company, has resigned with effect from 31.03.2015.

46. Mr. Toru Suzuki is appointed as Independent Director in casual vacancy caused pursuant to resignation of Shri Tokuo Washio with effect from 30.04.2015.

47. Mr. R. Srinivasan has been re-appointed as Joint Managing Director of the Company from 01.02.2016.

48. Mr. Naveen Agarwal is appointed CFO of the Company w.e.f. 01.10.2014.

49. Mr. Vinod Raheja is appointed CFO of the Company w.e.f. 24.02.2015 and consequently, Shri Naveen Agarwal ceased to be the CFO.

Committee of Board

Committee of Board

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Nodal Officer

Contact Details of Key Managerial Personnel for determining materiality of events

Contact Details of Key Managerial Personnel for determining materiality of events

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Contact details of Official for assisting and handling investor grievances

Contact details of Official for assisting and handling investor grievances

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