Atul-2015-16

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 and

number 7 mentioned in the accompanying Notice.

Item number 06

Subject to the approval of the Shareholders, the Board reappointed Mr B N Mohanan as a Whole-time Director for 3 years

effective January 01, 2017. His brief résumé is given below:

Name

Mr B N Mohanan

Date of birth

May 26, 1950

Brief résumé

Mr B N Mohanan joined the Company on August 29, 1992 and is a Whole-time Director since

January 01, 2009.

Mr Mohanan has 44 years of experience in various capacities and is currently the President, Utilities

and Services and the Occupier. His expertise includes engineering, project execution and power

plant operations. He is also the Managing Director of Atul Biospace Ltd and Atul Rajasthan Date

Palms Ltd, subsidiary companies of Atul Ltd.

Mr Mohanan holds BSc (Engg) degree from the University of Calicut.

Directorship in other companies

Public companies:

Aasthan Dates Ltd – Chairman

Atul Biospace Ltd – Managing Director

Atul Clean Energy Ltd – Chairman

Atul Finserv Ltd

Atul Middle East FZ-LLC

Atul Rajasthan Date Palms Ltd – Managing Director

Atul Seeds Ltd

Biyaban Agri Ltd – Chairman

DPD Ltd – Chairman

Raja Dates Ltd – Chairman

Private companies:

Nil

Membership in committees of other

companies

Member of committees:

Atul Rajasthan Date Palms Ltd – Nomination and Remuneration Committee

Relationship with other Directors

None

Number of shares held in the Company 5,800

The terms of reappointment of Mr Mohanan are in accordance with applicable provisions of the Companies Act, 2013.

The terms and conditions of the reappointment of Mr Mohanan 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 Mohanan will have responsibilities of overall supervision of Utilities and Services Unit. He will also discharge the

responsibilities of the Occupier. 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 Mohanan is 3 years effective January 01, 2017.

03. Remuneration payable to Mr Mohanan:

i) Basic Salary of

2,89,068/- per month which may be revised from time to time upto

4,39,636/- per month.

ii) Allowances | Benefits of

2,45,118/- per month which may be revised from time to time upto

3,72,794/-

per month.

iii) Variable pay as per policy of the Company.