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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 Mehta:
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 and
iii) is independent of the Management.
Given the above, corroborated by the valuable contribution made by Mr Mehta since 1992, the Board is of the view that his
association as an Independent Director will be of immense benefit to the Company.
Copy of the draft letter for appointment of Mr Mehta 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 Mehta 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 09 in relation to appointment of Mr Mehta as an Independent
Director for a term of 5 consecutive years for the approval by the Members as a Special Resolution.
Memorandum of interest
Except Mr Mehta, 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.
Item number 10
Brief résumé of Mr B R Arora is as under:
Name
Mr B R Arora
Date of birth
June 03, 1944
Brief résumé
Mr B R Arora is a Director of the Board since April 2015. He is a Member of the Audit Committee
and the Stakeholders Relationship Committee of the Board.
Mr Arora has 48 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 a graduate degree in Mechanical Engineering 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
Agappe Diagnostics Ltd
Wockhardt Ltd
Membership in committees of other
companies
Member of Committees
Agappe Diagnostics Ltd – Audit Committee
Agappe Diagnostics Ltd – Nomination and Remuneration Committee
Wockhardt Ltd – Audit Committee
Wockhardt Ltd – Stakeholders Relationship Committee
Relationship with other Directors
None
Number of shares held in the Company 100
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 requires passing of Special Resolution with justification in the
explanatory statement for appointment or continuance of a Non-executive Director who will attain 75 years of age.
The term of Mr Arora who was appointed as an Independent Director of the Company in the Annual General Meeting held on
August 04, 2015 will expire on April 01, 2020. A Special Resolution is required to be passed for continuance of his office in view
of his age crossing 75 years during his remainder term and hence this Resolution.
Given the rich experience and expertise of Mr Arora corroborated by the valuable contribution made by him, the Board is of the
view that his continuance as an Independent Director will be of immense benefit to the Company.