107 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263 Relationship with other Directors None Number of shares held in the Company 15 Mr Banerjee, being eligible in terms of Section 149 and other applicable provisions of the Companies Act, 2013, offers himself for appointment. It is proposed to appoint him as an Independent Director for five consecutive years from May 01, 2022 to April 30, 2027. A Notice has been received from a member proposing Mr Banerjee as a candidate for the office of Director of the Company. In the opinion of the Board, Mr Banerjee: i) possesses rich experience and expertise relevant to the Company ii) fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder iii) is independent of the Management Given the above, the Board is of the view that his association will be beneficial to the Company. A copy of the draft letter for appointment of Mr Banerjee 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. Mr Banerjee does not hold by himself or together with his relatives two percent or more of the total voting power of the Company. Accordingly, the Board recommends the resolution in item number 6 in relation to appointment of Mr Banerjee as an Independent Director for a term of five consecutive years for the approval of the members as a special resolution. Memorandum of interest Except Mr Banerjee, 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 number 6. Item number 7 In pursuance of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Cost Auditors and their remuneration as recommended by the Audit Committee requires approval by the Board of Directors (Board). The remuneration also requires ratification by the members. On the recommendation of the Audit Committee, the Board considered and approved appointment of the Cost Auditors, R Nanabhoy & Co, Cost Accountants, for conducting cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers at a remuneration of ` 3.10 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2023. The Board seeks ratification of the aforesaid remuneration by the members and accordingly requests their approval of the ordinary resolution. 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. By order of the Board of Directors (Lalit Patni) Company Secretary and Chief Compliance Officer Registered office: Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India Corporate identity number: L99999GJ1975PLC002859 April 26, 2022
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