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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.