Atul Ltd 2016-17

81 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 number 6, 7 and 8 mentioned in the accompanying Notice: Item number 06 Subject to approval of the Shareholders, the Board reappointed Mr S A Lalbhai as a Managing Director for 5 years effective December 15, 2016. His brief résumé is given below: Name Mr S A Lalbhai Date of birth June 04, 1961 Brief résumé Mr S A Lalbhai is a Managing Director of Atul Ltd; he has been a Director of the Company since January 2000. Mr Lalbhai is actively associated with Ahmedabad Textile Mills Association, Ahmedabad Textile Industry’s Research Association, Gujarat Chamber of Commerce and Industry, Federation of Indian Chamber of Commerce & Industry and Indian Cotton Mills Federation. Mr Lalbhai is associated with some of the social institutions established by Lalbhai Group. Mr Lalbhai holds B Com degree from Gujarat University. Directorship in other companies Public companies: Anup Engineering Ltd – Chairman Bengal Tea and Fabrics Ltd Private companies: Arvind Farms Pvt Ltd Saumya Farms & Organic Production Pvt Ltd Sneh Farms Pvt Ltd Foreign companies: Arvind Overseas (M) Ltd Arvind Worldwide (N) Ltd Arvind Worldwide Inc. USA Membership in committees of other companies Member of Committees: Bengal Tea and Fabrics Ltd – Remuneration Committee Relationship with other Directors None Number of shares held in the Company 2,02,377 The terms of reappointment of Mr Lalbhai are in accordance with applicable provisions of the Companies Act, 2013. The terms and conditions of the reappointment of the Managing Director are set out in the draft Agreement, which is placed before the meeting. The material terms of the draft Agreement are as under: I. Responsibilities: Mr Lalbhai will work closely with the Chairman and Managing Director to assist him in matters relating to overall policy making, corporate governance and review of operational performance and also take up special assignment(s) under the overall co-ordination and guidance of the Chairman and Managing Director. II. Remuneration: During his 5 year tenure, he will be paid remuneration as below: 1) Basic Salary of ` 4,35,475/- per month. The Basic Salary may be increased from time to time by the Nomination and Remuneration Committee at its absolute discretion within the contractual period of 5 years; however, the maximum Basic Salary payable will not exceed ` 10,00,000/- (Rupees ten lakhs only) per month. 2) Perquisites a) Housing: the Company will provide residential accommodation with water and electricity, or pay House Rent Allowance as per its policy. b) Furnishing: the Company will provide furniture and fixtures as per its policy. c) Medical reimbursement: the Company will reimburse medical expenses for self and family incurred as per its policy. d) Leave travel assistance: the Company will provide leave travel assistance for self and family once in a year as per its policy.