Nagreeka Capital & Infrastructure Limited (NCIL) has announced the reappointment of two Non-Executive Independent Directors following shareholder approval at the company’s Annual General Meeting (AGM) held on 17th September 2024. The reappointment of Mr. Santosh Harakchand Somani and Mr. Amitava Mazumder for a second term of five years is set to take effect from 1st April 2025. This decision reflects the company’s commitment to ensuring continuity in governance and reinforcing its financial and operational expertise.

Key Developments

The decision to reappoint the two directors was communicated through a formal disclosure dated 29th March 2025, under Regulation 30 and 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was filed with both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE). The disclosure also conforms to the guidelines specified in SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023.

Details of Reappointed Directors

1. Mr. Santosh Harakchand Somani

• DIN: 02894841

• Educational Qualification: Bachelor of Commerce (B.Com) from H.R. College, Mumbai.

• Expertise: Over 30 years of experience in Accounting and Finance, with a focus on corporate governance and financial management.

2. Mr. Amitava Mazumder

• DIN: 06441635

• Educational Qualification: Bachelor of Science (B.Sc) from Calcutta University.

• Expertise: Extensive experience in corporate governance, compliance, and business strategy, contributing to the company’s consistent growth.

Timeline and Shareholder Consent

The reappointment of these directors was approved by the shareholders during the company’s 29th Annual General Meeting (AGM) on 17th September 2024, aligning with SEBI guidelines that mandate periodic renewal of independent director tenures. The second term of five years will commence from 1st April 2025 and conclude on 31st March 2030.

Compliance and Good Governance

As part of corporate governance best practices, Nagreeka Capital ensures transparency and compliance with all applicable regulatory requirements. The disclosure filed under Regulation 30 highlights that:

• Both Mr. Somani and Mr. Mazumder meet the eligibility criteria for reappointment.

• Neither director is debarred from holding the office of director by any SEBI order or any other statutory authority, as confirmed by BSE Circular No. LIST/COMP/14/2018-19 and NSE Circular No. NSE/CML/2018/24, dated 20th June 2018.

No Relationship with Existing Board Members

The company has clarified that both Mr. Somani and Mr. Mazumder have no relationships with any existing directors or key managerial personnel of the company, ensuring the independence of their roles as required under the SEBI guidelines.

Impact of Reappointment

The continuation of Mr. Santosh Somani and Mr. Amitava Mazumder in their roles as Independent Directors is expected to provide stability and expert leadership in the company’s board. Their expertise in accounting, finance, and compliance will further strengthen the company’s financial controls and corporate governance structure.

Confirmation of Compliance

In line with the circulars issued by BSE and NSE, the reappointment was subject to a thorough assessment of the eligibility criteria for Independent Directors under SEBI regulations. The company reiterated that both appointees meet all required standards for their positions.

Importance of Independent Directors

Independent Directors play a critical role in maintaining the balance of power on the board, ensuring transparent decision-making and protecting the interests of minority shareholders. Their continued presence on the board enhances the company’s oversight and governance while enabling the management to pursue sustainable growth.

Conclusion

With the reappointment of Mr. Santosh Harakchand Somani and Mr. Amitava Mazumder as Non-Executive Independent Directors effective from 1st April 2025, Nagreeka Capital & Infrastructure Limited has reaffirmed its commitment to corporate governance, transparency, and financial discipline. These appointments are expected to bolster the company's strategic direction and uphold shareholder confidence in the years to come.

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