Whirlpool of India Limited provided detailed clarifications to Proxy Advisory Firms, specifically IiAS and SES, regarding the proposed re-designation of Mr. Anil Berera (DIN: 00306485) as a Non-Executive Independent Director. The company asserts that the move is fully compliant with the Companies Act, 2013, and SEBI Listing Regulations, refuting proxy concerns regarding independence criteria, cooling-off periods, and tenure limits, which are claimed to arise from internal firm criteria rather than statutory requirements.
Communication to Proxy Advisory Firms
Whirlpool of India Limited issued clarifications via Postal Ballot Notice communication to both Institutional Investor Advisory Services India Limited (IiAS) and Stakeholders Empowerment Services (SES). These clarifications, dated March 24, 2026, directly address voting recommendations against the proposed re-designation of Mr. Anil Berera (DIN: 00306485) as a Non-Executive Independent Director.
Clarification to IiAS (Annexure A)
Mr. Berera’s Background and Statutory Compliance
The company expressed surprise that the resolution was flagged under “Governance Matters.” The response emphasizes that Mr. Berera has been associated with the Board since November 3, 2011, serving as an Executive Director until December 31, 2019, and subsequently as a Non-Executive, Non-Independent Director from January 1, 2020. The proposed re-designation is stated to be fully compliant with all statutory and regulatory provisions governing independence criteria.
Addressing Cooling-Off Concerns
The advisory’s concern regarding a mandatory cooling-off period is disputed. The statutory ineligibility requirements only apply if an individual held a Key Managerial Personnel (KMP) or employee position within the three financial years preceding appointment. Since Mr. Berera ceased his executive role on December 31, 2019, and has not held any such position since January 1, 2020, the specified ineligibility provisions do not apply. Furthermore, the restriction on tenure based on prior service as an Independent Director is also inapplicable, as Mr. Berera has never previously served as an Independent Director.
Substance of Independence
The Board addressed the suggestion that prolonged association impacts perceived independence. The assessment considered the clear separation between past executive duties and the current non-executive role, the absence of continuing employment or advisory roles, and the existing governance structure. The Nomination and Remuneration Committee (NRC) has independently evaluated his eligibility and recommended the appointment.
Clarification to SES (Annexure B)
Tenure and Governance Context
Similar to IiAS, SES raised concerns regarding the cooling-off period prior to re-designation. The company reiterated that statutory ineligibility provisions relating to KMP/employee status (Section 149(6)(e)(i)) are not triggered as Mr. Berera ceased executive employment over six years prior to the proposed appointment date of March 1, 2026. The company highlighted that Mr. Berera has functioned in a non-executive capacity for over six (6) years prior to this appointment.
Board Composition Compliance
Whirlpool confirmed compliance with the board composition requirements, noting that the Board currently has five (5) Independent Directors, significantly exceeding the minimum regulatory requirement of at least one-third, given the Non-Executive Chairperson.
Conclusion and Request
The Board concluded that Mr. Berera’s professional qualifications as a Chartered Accountant, coupled with over four decades of experience in finance and leadership, warrant his appointment. The company respectfully requested both IiAS and SES to reconsider their recommendations in light of the statutory compliance and internal evaluations provided.
Source: BSE
