Atul Ltd 2013-14

55 Item No 08 Dr S S Baijal is an Independent Director of the Company. Dr Baijal is also the Chairman of the Audit Committee, a Member of the Investment Committee and the Nomination and Remuneration Committee of the Board of Directors (Board). Name Dr S S Baijal Date of birth September 06, 1929 Brief résumé Dr S S Baijal is a Director of the Company since June 13, 1984. Dr Baijal was a Lecturer in Organic Chemistry, Lucknow University. He was a Whole-time Director and CEO of Atic Industries Ltd, Managing Director of IEL Ltd and Chairman and CEO of ICI companies in India. Dr Baijal holds PhD degree in Chemistry from the University of Allahabad. Directorship in other companies Public Companies: BMG Enterprises Ltd CAE Rossell India Ltd DCM Shriram Credit & Investments Ltd DCM Shriram Ltd Rossell Tea Ltd Private Companies: Delhi Guest Houses Pvt Ltd Membership in committees of other companies Chairman of Committees: DCM Shriram Ltd - Audit Committee DCM Shriram Ltd - Remuneration Committee Rossell Tea Ltd - Audit Committee Member of Committees: BMG Enterprises Ltd - Remuneration Committee Rossell Tea Ltd - Remuneration Committee Number of shares held in the Company 6,000 Dr Baijal is a Director whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Dr Baijal being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years for a term up to March 31, 2019. A Notice has been received from a Member proposing Dr Baijal as a candidate for the office of Director of the Company. In the opinion of the Board, Dr Baijal fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder for his appointment as an Independent Director of the Company and he is independent of the Management. Copy of the draft letter for appointment of Dr Baijal 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. Dr Baijal does not hold by himself or together with his relatives two percent or more of the total voting power of the Company. The Board considers that his continued association will be of immense benefit to the Company. Accordingly, the Board recommends the Resolution in relation to appointment of Dr Baijal as an Independent Director, for the approval by the Members. Except Dr Baijal, 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 No 08. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock Exchanges.