Atul Ltd 2014-15

Atul Ltd | Annual Report 2014-15 EXPLANATORY STATEMENT The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013, sets out material facts including the nature and concern or interest of the Directors in relation to the items of Special business under item nos 06, 07, 08, 09, 10 and 11 mentioned in the accompanying Notice dated April 30, 2015. Item number 06 The Board of Directors (Board) appointed Mr T R Gopi Kannan as an Additional Director on October 17, 2014. Subject to the approval of the Shareholders, the Board also appointed Mr Gopi Kannan as a Whole-time Director for five years effective October 17, 2014. He is the Chief Financial Officer of the Company; his brief résumé is given below: Name Mr T R Gopi Kannan Date of birth March 30, 1959 Brief résumé Mr Gopi Kannan joined the Company in October 29, 1993. Mr Gopi Kannan has experience of 30 years in various capacities and is currently the Chief Financial Officer. Mr Gopi Kannan is a FCA, FCMA, FCS and holds a PGDM. Directorship in other companies Public companies: Amal Ltd AtRo Ltd Atul Bioscience Ltd Atul China Ltd - Chairman Atul Deutschland GmbH - Chairman Atul Elkay Polymers Ltd - Chairman Atul Europe Ltd - Chairman Atul Finserv Ltd - Chairman Atul Rajasthan Date Palms Ltd Atul USA Inc - Chairman DPD Ltd Rudolf Atul Chemicals Ltd Private companies: Nil Membership in committees of other companies Chairman of committees: Nil Member of committees: Amal Ltd - Stakeholders Relationship Committee Atul Bioscience Ltd - Audit Committee Rudolf Atul Chemicals Ltd - Audit Committee Rudolf Atul Chemicals Ltd - Corporate Social Responsibility Committee Number of shares held in the Company 50 The Board, subject to approval of the Members, appointed Mr Gopi Kannan as a Whole-time Director effective October 17, 2014 for a period of five years. The terms of appointment of Mr Gopi Kannan are in accordance with applicable provisions of the Companies Act, 2013. The terms and conditions of the appointment of Mr Gopi Kannan are set out in the draft Agreement, which is placed before the meeting. The material terms of the draft Agreement are as under: 01. Mr Gopi Kannan will have responsibilities of overall supervision of Assurance, Finance, Information Technology and Legal functions. In addition, he will also be responsible for any other duties as may be assigned to him by the Chairman and Managing Director and the Board. 02. Period of office of Mr Gopi Kannan is five years effective October 17, 2014. 03. Remuneration payable to Mr Gopi Kannan: a. Basic Salary of ` 3,22,139/- per month which may be revised from time to time upto ` 8,01,585/- per month. b. Allowances | Benefits of ` 3,42,155/- per month which may be revised from time to time upto ` 8,51,391/- per month.