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Atul Ltd | Annual Report 2014-15
Except Ms Panse, 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 08.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock
Exchanges.
Item number 09
The Board of Directors (Board) appointed Mr B R Arora as an Additional Director effective April 01, 2015. Subject to the approval
of the Shareholders, the Board also appointed Mr Arora as an Independent Director for five years effective April 01, 2015; his
brief résumé is given below:
Name
Mr B R Arora
Date of birth
June 03, 1944
Brief résumé
Mr Arora has 44 years of experience with leading multinational companies in India and abroad in
Agrochemicals, Biologics, Infant Nutrition and Pharmaceuticals Businesses.
Mr Arora held several senior positions including Chairman, Cyanamid Agro Ltd, Managing Director,
Cyanamid India Ltd, Chairman and Managing Director, Wyeth - Lederle Ltd, Regional President -
Asia, Pfizer Nutrition, Regional President - Asia and Pacific RIM, Nestle S A, Chairman, PT Wyeth
Nutrition Indonesia and Board Member, Wyeth Philippines Inc. He was also a Member of the Board
of Directors of Asia Pacific Infant and Young Child Nutrition Association, Singapore, Chairman of the
American Business Council, Mumbai and Vice President of Organisation of Pharmaceuticals Producers
of India.
Mr Arora holds BE (Mechanical) degree from Punjab Engineering College and has undergone
several programs at Asian Institute of Management, Philippines, Michigan Business School, Harvard
Business School and London Business School.
Directorship in other companies
Public companies:
Nil
Private companies:
Nil
Membership in committees of other
companies
Member of committee:
Nil
Number of shares held in the Company 100
In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr Arora being eligible and offering
himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years from April 01, 2015
to March 31, 2020. A Notice has been received from a Member proposing Mr Arora as a candidate for the office of Director of
the Company.
In the opinion of the Board, Mr Arora fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder
for his appointment as an Independent Director of the Company and he is independent of the Management. A copy of the
draft letter for appointment of Mr Arora 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 Arora does not hold by himself or together with his relatives two percent or more of the total voting power of
the Company.
The Board considers that his association will benefit the Company. Accordingly, the Board recommends the Resolution in relation
to appointment of Mr Arora as an Independent Director for the approval by the Members.
Except Mr Arora, 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 09.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock
Exchanges.
Item number 10
The existing Articles of Association (AoA) are based on the Companies Act, 1956 and several regulations in the existing
AoA contain references to specific Sections of the Companies Act, 1956. The Companies Act, 2013 (new Act) has
been enacted.