Atul-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:

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.