85 / 220
83
VII.
Mr Lalbhai will be entitled to reimbursement of expenses incurred by him in connection with the business of the Company.
VIII.
The Directors are at liberty to appoint more than one Managing Director.
IX.
Notice period of six months will be applicable from either side.
X.
In terms of Regulation 17(1B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Chairperson of the Board of the Company effective April 01, 2020 will be a Non-executive Director.
In case Mr Lalbhai choses to relinquish the position of Chairman upon such Regulation becoming effective, but continues
as a Managing Director, all the above terms and conditions will remain unchanged and his designation with effect from
that date will stand changed to ‘Vice Chairman and Managing Director’ or such other as may be approved by the Board on
the recommendation of the Nomination and Remuneration committee.
XI.
Mr Lalbhai will be entitled to compensation in accordance with Section 202 of the Companies Act, 2013, in the event of
termination of office.
The Board considers that the association of Mr Lalbhai will be of immense benefit to the Company. Accordingly, the Board
recommends the Resolution in Item number 06 in the Notice in relation to the reappointment of Mr Lalbhai as the Chairman
and Managing Director for 5 years for approval by the Members as a Special Resolution.
Memorandum of interest
The nature of the concern or interest of Mr Lalbhai, Chairman and Managing Director, is that the above Resolution pertains to
his Agreement with the Company and he will be receiving the remuneration as stated therein, if approved. None of the other
Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise,
in the said Resolution.
Item number 07
The Members in the AGM held on July 25, 2014 had appointed Mr S M Datta as an Independent Director of the Company for
a term of 5 consecutive years, effective April 01, 2014. The current term of his office is due to expire on March 31, 2019. His
brief résumé is as under:
Name
Mr S M Datta
Date of birth
July 01, 1936
Brief résumé
Mr S M Datta is a Director of the Company since October 28, 2002. Mr Datta is also a Member of
the Investment Committee of the Board.
Mr Datta was the Chairman of Hindustan Unilever Ltd as well as of all Unilever Group companies in
India and Nepal from 1990 to 1996.
Mr Datta is associated with various renowned institutes.
Mr Datta holds a post graduate degree in Science and Technology from the University of Calcutta.
He is a Chartered Engineer; Honorary Fellow – All India Management Association, Fellow – Indian
Institute of Chemical Engineers, Member – Society of Chemical Industry (London) and Fellow – The
Institution of Engineers (India).
Directorship in other companies
Public companies
Bhoruka Power Corporation Ltd
Castrol India Ltd – Chairman
IL & FS Investment Managers Ltd – Chairman
Peerless Financial Products Distribution Ltd
Peerless General Finance & Investment Company Ltd – Chairman
Philips India Ltd – Chairman
Transport Corporation of India Ltd – Chairman
Private companies
Chandras Chemical Enterprises Pvt Ltd
SMD Management Consultants Pvt Ltd