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Atul Ltd | Annual Report 2017-18
Membership in committees of other
companies
Chairman of Committees
Bhoruka Power Corporation Ltd – Audit Committee
Castrol India Ltd – Stakeholders Relationship Committee
IL & FS Investment Managers Ltd – Corporate Social Responsibility Committee
Member of Committees
Castrol India Ltd – Audit Committee
Castrol India Ltd – Nomination and Remuneration Committee
Castrol India Ltd – Stakeholders Relationship Committee
IL & FS Investment Managers Ltd – Audit Committee
IL & FS Investment Managers Ltd – Nomination and Remuneration Committee
Peerless General Finance & Investment Company Ltd – Audit Committee
Peerless General Finance & Investment Company Ltd – Nomination and Remuneration Committee
Transport Corporation of India Ltd – Audit Committee
Transport Corporation of India Ltd – Nomination and Remuneration Committee
Relationship with other Directors
None
Number of shares held in the Company 10,000
Mr Datta, being eligible in terms of Section 149 and other applicable provisions of the Companies Act, 2013, offering himself
for appointment, it is proposed to appoint him as an Independent Director for the second term of 5 consecutive years from
April 01, 2019 to March 31, 2024. A Notice has been received from a Member proposing Mr Datta as a candidate for the office
of Director of the Company.
Effective April 01, 2019, Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 introduced on May 09, 2018
inter-alia
requires justification in the explanatory statement for
appointment of a person who has attained 75 years of age as an Independent Director.
In the opinion of the Board, Mr Datta:
i)
possesses rich experience and expertise relevant to the Company
ii) fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder
iii) is independent of the Management
Further, his proposed appointment is on the basis of the reports of his performance evaluation.
Given the above, corroborated by the valuable contribution made by Mr Datta since 2002, the Board is of the view that his
continued association will be of immense benefit to the Company.
A Copy of the draft letter for appointment of Mr Datta 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 Datta does not hold by himself or together with his relatives two percent or more of the total voting power of the Company.
Accordingly, the Board recommends the Resolution in Item number 07 in relation to appointment of Mr Datta as an Independent
Director for second term of 5 consecutive years for the approval by the Members as a Special Resolution.
Memorandum of interest
Except Mr Datta, 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 07.
Item number 08
The Members in the AGM held on July 25, 2014 had appointed Mr V S Rangan as an Independent Director of the Company
for a term of 5 consecutive years, effective April 01, 2014 to March 31, 2019. The current term of his office is due to expire on
March 31, 2019. His brief résumé is as under:
Name
Mr V S Rangan
Date of birth
February 13, 1960
Brief résumé
Mr V S Rangan is a Director of the Company since July 19, 2010. Mr Rangan is also a Member of
the Audit Committee of the Board.
Mr Rangan is an Executive Director of Housing Development Finance Corporation Ltd (HDFC); he has
been working with HDFC since 1986.
Mr Rangan holds a graduate degree in Commerce and is an Associate Member of Institute of
Chartered Accountants of India and Institute of Cost and Management Accountants of India.