Atul Ltd 2015-16

77 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 and number 7 mentioned in the accompanying Notice. Item number 06 Subject to the approval of the Shareholders, the Board reappointed Mr B N Mohanan as a Whole-time Director for 3 years effective January 01, 2017. His brief résumé is given below: Name Mr B N Mohanan Date of birth May 26, 1950 Brief résumé Mr B N Mohanan joined the Company on August 29, 1992 and is a Whole-time Director since January 01, 2009. Mr Mohanan has 44 years of experience in various capacities and is currently the President, Utilities and Services and the Occupier. His expertise includes engineering, project execution and power plant operations. He is also the Managing Director of Atul Biospace Ltd and Atul Rajasthan Date Palms Ltd, subsidiary companies of Atul Ltd. Mr Mohanan holds BSc (Engg) degree from the University of Calicut. Directorship in other companies Public companies: Aasthan Dates Ltd – Chairman Atul Biospace Ltd – Managing Director Atul Clean Energy Ltd – Chairman Atul Finserv Ltd Atul Middle East FZ-LLC Atul Rajasthan Date Palms Ltd – Managing Director Atul Seeds Ltd Biyaban Agri Ltd – Chairman DPD Ltd – Chairman Raja Dates Ltd – Chairman Private companies: Nil Membership in committees of other companies Member of committees: Atul Rajasthan Date Palms Ltd – Nomination and Remuneration Committee Relationship with other Directors None Number of shares held in the Company 5,800 The terms of reappointment of Mr Mohanan are in accordance with applicable provisions of the Companies Act, 2013. The terms and conditions of the reappointment of Mr Mohanan are set out in the draft Agreement, which is placed before the meeting. The material terms of the draft Agreement are as under: 01. Mr Mohanan will have responsibilities of overall supervision of Utilities and Services Unit. He will also discharge the responsibilities of the Occupier. In addition, he will also be responsible for any other duties as may be assigned to him by the Chairman and Managing Director and the Board. 02. Period of office of Mr Mohanan is 3 years effective January 01, 2017. 03. Remuneration payable to Mr Mohanan: i) Basic Salary of ` 2,89,068/- per month which may be revised from time to time upto ` 4,39,636/- per month. ii) Allowances | Benefits of ` 2,45,118/- per month which may be revised from time to time upto ` 3,72,794/- per month. iii) Variable pay as per policy of the Company.