Atul Ltd 2017-18

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 05, 06, 07, 08, 09, 10, 11, 12 and 13 mentioned in the accompanying Notice: Item number 05 Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company at the 40 th Annual General Meeting (AGM) held on July 28, 2017 until the conclusion of 45 th AGM subject to ratification at every AGM in terms of Section 139 of the Companies Act, 2013. The recent amendments in law have dispensed with the requirement of ratification of the Statutory Auditors in AGM subsequent to their appointment. Considering the change in law, ratification of the Statutory Auditors is not required and accordingly the Resolution number 5 passed at the 40 th AGM of the Company held on July 28, 2017 is proposed to be modified by dropping the words “subject to ratification at every AGM” therein to align it with the amended provisions of the Companies Act, 2013. The Board seeks approval of the aforesaid modification by the Members and accordingly requests their approval of the Ordinary Resolution. Memorandum of interest None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said Resolution. Item number 06 The Members in the AGM held on July 26, 2013 had appointed Mr S S Lalbhai as the Chairman and Managing Director (CMD) of the Company for a period of 5 years, effective July 01, 2014. The current term of his office is due to expire on June 30, 2019. Mr Lalbhai has 34 years of experience with the Company and has made significant contribution in its growth. It is now proposed to reappoint him as the CMD of the Company for further period of 5 years commencing July 01, 2019. The Board has approved proposal for his reappointment as the CMD. His brief résumé is as under: Name Mr S S Lalbhai Date of birth March 15, 1960 Brief résumé Mr S S Lalbhai is the Chairman of the Board of the Company since August 2007 and Managing Director since June 1984. He is a Member of the Corporate Social Responsibility Committee, Investment Committee and the Stakeholders Relationship Committee of the Board. Mr Lalbhai is a Member of the Governing Council of Shree Vallabh Shikshan Ashram and a Trustee on the Board of BAIF Development Research Foundation (BAIF). He is the Chairman of the Finance Committee and HR Committee of BAIF. He is the Chairman of DHRUVA and GRISERV, two trusts promoted by BAIF. He is a Trustee or a Member of some of the other social institutions established by the Lalbhai Group. Mr Lalbhai holds a post graduate degree in Chemistry from the University of Massachusetts and a post graduate degree in Economic Policy and Planning from Northeastern University. Directorship in other companies Public companies Amal Ltd – Chairman Atul Bioscience Ltd – Chairman Atul Rajasthan Date Palms Ltd – Vice Chairman Navin Fluorine International Ltd Pfizer Ltd Membership in committees of other companies Chairman of Committee Navin Fluorine International Ltd – Nomination and Remuneration Committee Member of Committees Amal Ltd – Nomination and Remuneration Committee Navin Fluorine International Ltd – Audit Committee Pfizer Ltd – Stakeholders Relationship Committee Relationship with other Directors None Number of shares held in the Company 91,772 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 Mr Lalbhai are set out in the draft Agreement, which is placed before the meeting.