112 Atul Ltd | Annual Report 2022-23 Atul Ltd | Annual Report 2022-23 Atul Ltd Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India Atul Ltd | Annual Report 2022-23 Reconnect | Reimagine | Regrow Corporate Overview Statutory Reports Financial Statements Name Mr Rangaswamy Iyer Cessation from directorship of listed company in past three years Nil Relationship with other Directors None Number of shares held in the Company Nil Mr Iyer, 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, 2023 to April 30, 2028. A Notice has been received from a member proposing Mr Iyer as a candidate for the office of Director of the Company. Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires passing of special resolution with justification in the explanatory statement for appointment or continuance of a Non-executive Director whose age is 75 years or above. During his tenure Mr Iyer will attain 75 years of age. In the opinion of the Board, Mr Iyer: 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 Iyer 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 Iyer 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 Iyer 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 Iyer, 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 Pursuant to Article 87(2) of the Articles of Association of the Company and in accordance with the provisions of Section 197 of the Companies Act, 2013 and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Non-executive Directors are entitled to receive a commission up to 1% of the net profit of the Company in any financial year, with the approval of the Company by way of ordinary resolution. Earlier the 41st AGM had authorised payment of such commission for a period of five years which expired on March 31, 2023 and the same requires further renewal. In view of the time and attention which the Non-executive Directors are called upon to give for the purpose of the business of the Company, it is considered that the payment of such commission to the Non-executive Directors as permitted by Article 87(2) aforesaid, may be made for the period of five years effective April 01, 2023. The Board recommends the resolution in item number 7 in the Notice in relation to the payment of commission to Non-executive Directors for a period of five years for approval by the members as an ordinary resolution. Memorandum of interest Except Non-executive Directors of the Company, none of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution.
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