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Atul Ltd | Annual Report 2017-18

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 Rangan since 2010, the Board is of the view that his

continued association will be of immense benefit to the Company.

Copy of the draft letter for appointment of Mr Rangan 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 Rangan 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 08 in relation to appointment of Mr Rangan 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 Rangan, 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.

Item number 09

Subject to the approval of theMembers, the Board of Directors appointedMr B SMehta, a Non- executive Director, as an Independent

Director of the Company for a term of 5 consecutive years from June 01, 2018 to May 31, 2023. His brief résumé is as under:

Name

Mr B S Mehta

Date of birth

September 19, 1935

Brief résumé

Mr B S Mehta is a Director of the Company since April 1992. He is a Member of the Audit Committee

and the Investment Committee of the Board.

Mr Mehta is a distinguished Chartered Accountant of India and Chief Mentor in Bansi S. Mehta &

Co. since 2009.

Mr Mehta was the President of Institute of the Chartered Accountants of India for the year 1981-82.

Mr Mehta holds a graduate degree in commerce and is a Fellow Member of Institute of Chartered

Accountants of India.

Directorship in other companies

Public companies

Century Enka Ltd

Gillette India Ltd

Housing Development Finance Corporation Ltd

Pidilite Industries Ltd

Procter & Gamble Hygiene and Health Care Ltd

Sasken Technologies Ltd

Private companies

ThyssenKrupp Industrial Solutions (India) Pvt Ltd

Foreign companies

Jumbo World Holdings Ltd (BVI)

Membership in committees of other

companies

Chairman of Committees

Pidilite Industries Ltd – Audit Committee

Sasken Technologies Ltd – Audit Committee

Member of Committees

Century Enka Ltd – Audit Committee

Century Enka Ltd – Corporate Social Responsibility Committee

Century Enka Ltd – Nomination and Remuneration Committee

Gillette India Ltd – Audit Committee

Housing Development Finance Corporation Ltd – Audit Committee

Housing Development Finance Corporation Ltd – Nomination and Remuneration Committee

Procter & Gamble Hygiene and Health Care Ltd – Audit Committee

Pidilite Industries Ltd – Nomination and Remuneration Committee

Pidilite Industries Ltd – Risk Management Committee

Relationship with other Directors

None

Number of shares held in the Company 162

Mr Mehta, being eligible in terms of Section 149 of the Companies Act, 2013 and other applicable provisions and

offering himself for appointment, it is proposed to appoint him as an Independent Director for a term of 5 consecutive years

from June 01, 2018 to May 31, 2023. A Notice has been received from a Member proposing Mr Mehta as a candidate for

the office of Director of the Company.