104 Atul Ltd | Annual Report 2021-22 Explanatory statement The following explanatory statement, as required by Section 102 of the Companies Act, 2013 and Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, sets out material facts, including the nature and concern or interest of the Directors in relation to the item numbers 4, 5 and 6 mentioned in the accompanying Notice: Item number 4 Deloitte Haskins & Sells LLP, Chartered Accountants (DHS) were appointed as the Statutory Auditors of the Company at the 40th Annual General Meeting (AGM) held on July 28, 2017, until the conclusion of the 45th AGM. The first term of five years of DHS is expiring at the ensuing AGM. Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company can reappoint DHS for a second term of five years. Accordingly, based on the recommendation of the Audit Committee, the Board at its meeting held on April 26, 2022, recommended the reappointment of DHS, as the Statutory Auditors of the Company for a second term of five years. DHS will hold the office for a further period of five consecutive years from the conclusion of the 45th AGM of the Company till the conclusion of the 50th AGM to be held in the year 2027. DHS have given their consent to act as the Auditors and confirmed their eligibility for appointment and eligibility certificate to the effect that, their reappointment, if made, would be in compliance with the applicable laws. The proposed remuneration to be paid to DHS for the first year of second term is ` 39.87 lakhs, excluding taxes and out-of-pocket expenses. The remuneration to be paid to DHS during for remaining four years of the second term will be mutually agreed between the Board of Directors and the Statutory Auditors, from time to time. DHS is registered with the Institute of Chartered Accountants of India, firm registration number: 117366W | W-100018. The firm has 156 partners and around 4,000 professionals and staff. It has offices in Ahmedabad, Bangalore, Chennai, Coimbatore, Delhi, Goa, Hyderabad, Jamshedpur, Kochi, Kolkata, Mumbai, and Pune. The size, quality of audit services and volume of operations of DHS is commensurate with the size and audit requirements of the Company. Memorandum of interest None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution. Item number 5 The members in the AGM held on July 31, 2019, had appointed Mr Bharathy Mohahan as a Whole-time Director of the Company for a period of three years, effective January 01, 2020. The current term of his office is due to expire on December 31, 2022. It is now proposed to reappoint him as a Whole-time Director of the Company from January 01, 2023 to May 25, 2025. On the recommendation of the Nomination and Remuneration Committee, the Board approved the proposal for his reappointment as a Whole-time Director. His brief résumé is given below: Name Mr Bharathy Mohanan Date of birth May 26, 1 950 Brief résumé Mr Bharathy Mohanan joined the Company on August 29, 1992 and is a Whole-time Director since January 01, 2009. He is a member of the Corporate Social Responsibility Committee and the Risk Management Committee of the Board. Mr Mohanan has 51 years of experience in various capacities and is currently the President, Utilities and Services and the Occupier. He is also the Managing Director of Atul Biospace Ltd and Atul Rajasthan Date Palms Ltd. Mr Mohanan holds a graduate degree in Engineering (Honors) 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 Rajasthan Date Palms Ltd – Managing Director Atul Seeds Ltd Biyaban Agri Ltd – Chairman Raja Dates Ltd – Chairman Sehat Foods Ltd Foreign companies Atul Middle East FZ-LLC DPD Ltd 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.
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