Atul Ltd 2017-18

Atul Ltd | Annual Report 2017-18 Membership in committees of other companies Chairman of Committees Bhoruka Power Corporation Ltd – Audit Committee Castrol India Ltd – Stakeholders Relationship Committee IL & FS Investment Managers Ltd – Corporate Social Responsibility Committee Member of Committees Castrol India Ltd – Audit Committee Castrol India Ltd – Nomination and Remuneration Committee Castrol India Ltd – Stakeholders Relationship Committee IL & FS Investment Managers Ltd – Audit Committee IL & FS Investment Managers Ltd – Nomination and Remuneration Committee Peerless General Finance & Investment Company Ltd – Audit Committee Peerless General Finance & Investment Company Ltd – Nomination and Remuneration Committee Transport Corporation of India Ltd – Audit Committee Transport Corporation of India Ltd – Nomination and Remuneration Committee Relationship with other Directors None Number of shares held in the Company 10,000 Mr Datta, being eligible in terms of Section 149 and other applicable provisions of the Companies Act, 2013, offering himself for appointment, it is proposed to appoint him as an Independent Director for the second term of 5 consecutive years from April 01, 2019 to March 31, 2024. A Notice has been received from a Member proposing Mr Datta as a candidate for the office of Director of the Company. Effective April 01, 2019, Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 introduced on May 09, 2018 inter-alia requires justification in the explanatory statement for appointment of a person who has attained 75 years of age as an Independent Director. In the opinion of the Board, Mr Datta: i) possesses rich experience and expertise relevant to the Company ii) fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder iii) is independent of the Management Further, his proposed appointment is on the basis of the reports of his performance evaluation. Given the above, corroborated by the valuable contribution made by Mr Datta since 2002, the Board is of the view that his continued association will be of immense benefit to the Company. A Copy of the draft letter for appointment of Mr Datta as an Independent Director setting out the terms and conditions will be available for inspection without any fee by the Members at the registered office of the Company during normal business hours on any working day. Mr Datta does not hold by himself or together with his relatives two percent or more of the total voting power of the Company. Accordingly, the Board recommends the Resolution in Item number 07 in relation to appointment of Mr Datta as an Independent Director for second term of 5 consecutive years for the approval by the Members as a Special Resolution. Memorandum of interest Except Mr Datta, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item number 07. Item number 08 The Members in the AGM held on July 25, 2014 had appointed Mr V S Rangan as an Independent Director of the Company for a term of 5 consecutive years, effective April 01, 2014 to March 31, 2019. The current term of his office is due to expire on March 31, 2019. His brief résumé is as under: Name Mr V S Rangan Date of birth February 13, 1960 Brief résumé Mr V S Rangan is a Director of the Company since July 19, 2010. Mr Rangan is also a Member of the Audit Committee of the Board. Mr Rangan is an Executive Director of Housing Development Finance Corporation Ltd (HDFC); he has been working with HDFC since 1986. Mr Rangan holds a graduate degree in Commerce and is an Associate Member of Institute of Chartered Accountants of India and Institute of Cost and Management Accountants of India.