109 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 5,6,7 and 8 mentioned in the accompanying Notice: Item number 5 The members in the AGM held on July 27, 2018, had appointed Mr Sunil Lalbhai as the Chairman and Managing Director (CMD) of the Company for a period of five years, effective July 01, 2019. The current term of his office is due to expire on June 30, 2024. Mr Lalbhai has 39 years of experience with the Company and has made significant contributions to its growth. It is now proposed to reappoint him as the CMD of the Company effective July 01, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board approved the proposal for his reappointment as the CMD. His brief résumé is given below: Name Mr Sunil Lalbhai Date of birth March 15, 1960 Brief résumé Mr Sunil Lalbhai is Managing Director of the Company since June 1984 and the Chairman of the Board of the Company since August 2007. He is the Chairman of the Risk Management Committee and a Member of the Corporate Social Responsibility Committee, Investment Committee and Stakeholders Relationship Committee of the Board. Mr Lalbhai is a member of the Governing Council of Shree Vallabh Shikshan Ashram and a Trustee on the Board of BAIF Development Research Foundation (BAIF). He is the Chairman of the Finance Committee and HR Committee of BAIF. He is the Chairman of DHRUVA and GRISERV, two trusts promoted by BAIF. He is a Trustee or a member of some of the other social institutions established by the Lalbhai Group. Mr Lalbhai holds a postgraduate degree in Chemistry from the University of Massachusetts and a postgraduate degree in Economic Policy and Planning from Northeastern University. Directorship in other companies Public companies Amal Ltd – Chairman Atul Bioscience Ltd – Chairman Atul Rajasthan Date Palms Ltd – Vice Chairman Navin Fluorine International Ltd Pfizer Ltd The Bombay Dyeing and Manufacturing Company Ltd Membership in committees of other companies Chairman of committees Navin Fluorine International Ltd – Audit Committee Navin Fluorine International Ltd – Nomination and Remuneration Committee Pfizer Ltd – Risk Management Committee Pfizer Ltd – Stakeholders Relationship Committee The Bombay Dyeing and Manufacturing Company Ltd – Stakeholders Relationship Committee Member of committees Amal Ltd – Nomination and Remuneration Committee Atul Bioscience Ltd - Nomination and Remuneration Committee Pfizer Ltd – Audit Committee The Bombay Dyeing and Manufacturing Company Ltd – Nomination and Remuneration Committee The Bombay Dyeing and Manufacturing Company Ltd – Strategic Committee Cessation from directorship of listed company in past three years Nil Relationship with other Directors None Number of shares held in the Company 93,326 The terms of reappointment of Mr Lalbhai are in accordance with applicable provisions of the Companies Act, 2013.
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