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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 6, 7 and 8
mentioned in the accompanying Notice:
Item number 06
Subject to approval of the Shareholders, the Board reappointed Mr S A Lalbhai as a Managing Director for 5 years effective
December 15, 2016. His brief résumé is given below:
Name
Mr S A Lalbhai
Date of birth
June 04, 1961
Brief résumé
Mr S A Lalbhai is a Managing Director of Atul Ltd; he has been a Director of the Company since
January 2000.
Mr Lalbhai is actively associated with Ahmedabad Textile Mills Association, Ahmedabad Textile
Industry’s Research Association, Gujarat Chamber of Commerce and Industry, Federation of Indian
Chamber of Commerce & Industry and Indian Cotton Mills Federation.
Mr Lalbhai is associated with some of the social institutions established by Lalbhai Group.
Mr Lalbhai holds B Com degree from Gujarat University.
Directorship in other companies
Public companies:
Anup Engineering Ltd – Chairman
Bengal Tea and Fabrics Ltd
Private companies:
Arvind Farms Pvt Ltd
Saumya Farms & Organic Production Pvt Ltd
Sneh Farms Pvt Ltd
Foreign companies:
Arvind Overseas (M) Ltd
Arvind Worldwide (N) Ltd
Arvind Worldwide Inc. USA
Membership in committees of other
companies
Member of Committees:
Bengal Tea and Fabrics Ltd – Remuneration Committee
Relationship with other Directors
None
Number of shares held in the Company 2,02,377
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 the Managing Director are set out in the draft Agreement, which is placed
before the meeting. The material terms of the draft Agreement are as under:
I.
Responsibilities:
Mr Lalbhai will work closely with the Chairman and Managing Director to assist him in matters relating to overall policy
making, corporate governance and review of operational performance and also take up special assignment(s) under the
overall co-ordination and guidance of the Chairman and Managing Director.
II. Remuneration:
During his 5 year tenure, he will be paid remuneration as below:
1) Basic Salary of
`
4,35,475/- per month. The Basic Salary may be increased from time to time by the Nomination and
Remuneration Committee at its absolute discretion within the contractual period of 5 years; however, the maximum
Basic Salary payable will not exceed
`
10,00,000/- (Rupees ten lakhs only) per month.
2) Perquisites
a) Housing: the Company will provide residential accommodation with water and electricity, or pay House Rent
Allowance as per its policy.
b) Furnishing: the Company will provide furniture and fixtures as per its policy.
c) Medical reimbursement: the Company will reimburse medical expenses for self and family incurred as per its policy.
d) Leave travel assistance: the Company will provide leave travel assistance for self and family once in a year as per
its policy.