Atul Ltd 2020-21

83 Corporate Overview 01 - 21 Statutory Report 22 - 87 Financial Statements 88 - 229 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 item of Special business under item numbers 4 and 5 mentioned in the accompanying Notice: Item number 4 Subject to approval of the shareholders, the Board reappointed Mr S A Lalbhai as a Managing Director for five years effective December 15, 2021. His brief résumé is given below: Name Mr S A Lalbhai Date of birth June 4, 1961 Brief résumé Mr S A Lalbhai is a Director of the Company since January 21, 2000, and a Managing Director of the Company since December 15, 2001. Mr Lalbhai is actively associated with Ahmedabad Textile Industry’s Research Association, Ahmedabad Textile Mills Association, Federation of Indian Chamber of Commerce and Industry, Gujarat Chamber of Commerce and Industry and Indian Cotton Mills Federation. He is also associated with some of the social institutions established by Lalbhai Group. Mr Lalbhai holds a graduate degree in Commerce from Gujarat University. Directorship in other companies Public companies Bengal Tea and Fabrics Ltd The Anup Engineering Ltd Private companies Arvind Farms Pvt Ltd Saumya Farms and Organic Products Pvt Ltd Sneh Farms Pvt Ltd Foreign companies Arvind Overseas (M) Ltd Arvind Worldwide (N) Ltd Arvind Worldwide Inc Membership in committees of other companies Member of committees Bengal Tea and Fabrics Ltd – Nomination and 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 are placed before the AGM. 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 operations and strategy as required and take up assignment(s) under coordination and guidance of the Chairman and Managing Director. II. Remuneration: During his five-year tenure, he will be paid remuneration as below: 1) Basic salary of ` 5,59,810 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 five years; however, the maximum basic salary payable will not exceed ` 12,00,000 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 Co mpany will provide furniture and fixtures as per its policy.