Whirlpool of India Limited has issued clarifications in response to recommendations made by proxy advisory firms regarding the re-designation of Mr. Anil Berera as a Non-Executive Independent Director. The company addressed concerns raised by Institutional Investor Advisory Services India Limited (IiAS) and Stakeholders Empowerment Services (SES) about the governance implications of the proposed resolution.
Mr. Anil Berera has been associated with Whirlpool of India since November 2011, having served as an Executive Director until December 2019. Post his executive role, he was re-designated as a Non-Executive Non-Independent Director from January 2020. Whirlpool highlighted Mr. Berera’s extensive experience within the Whirlpool group, including roles as Chief Financial Officer and Vice President (Asia) of Whirlpool Corporation.
Whirlpool emphasised that the re-designation of Mr. Berera complies with all statutory and regulatory provisions under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company clarified that the concerns raised by IiAS stem from internal governance criteria rather than legal or regulatory restrictions.
The company also addressed the assumption of a mandatory cooling-off period before appointing a director as independent. Whirlpool stated that Mr. Berera ceased his executive role in December 2019 and has not held any key managerial position since then, making him eligible for the independent role under the current statutory framework.
Furthermore, Whirlpool clarified that Mr. Berera’s appointment as an Independent Director is his first, and the tenure limits prescribed by the Act apply only upon his appointment as an Independent Director. Thus, the tenure limits would commence from the effective date of his proposed appointment, 1 March 2026.
The company assured that its board composition complies with Regulation 17(1) of the SEBI Listing Regulations, with five Independent Directors currently serving, exceeding the minimum requirement. Whirlpool’s Nomination and Remuneration Committee has endorsed Mr. Berera’s appointment, recognising his expertise in financial management and corporate governance.
Whirlpool of India has requested the proxy advisory firms to reconsider their recommendations in light of these clarifications and the compliance of Mr. Berera’s appointment with applicable legal frameworks.
Disclaimer: This article is based on a regulatory filing submitted to the National Stock Exchange of India (NSE).