In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr Merchant being eligible and offering himself for appointment, it is proposed to reappoint him for a second termof 5 consecutive years fromApril 01, 2019 up toMarch 31, 2024. A Notice has been received from a Member proposing Mr Merchant as a candidate for the office of Director of the Company. In the opinion of the Board, Mr Merchant fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder for his appointment as an Independent Director of the Company and he is independent of theManagement. A copy of the draft letter of appointment of Mr Merchant 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 Merchant does not hold by himself or together with his relatives two percent or more of the total voting power of the Company. As per the provisions of the Companies Act, 2013 an Independent Director can be reappointed for a second term by passing of a Special Resolution by theMembers. The Board considers that his continued association will be of immense benefit to the Company. Accordingly, the Board recommends the Resolution in Itemnumber 5 in relation to appointment of Mr Merchant as an Independent Director for a second termof 5 consecutive years for the approval by theMembers as a Special Resolution. Memorandum of interest Except Mr Merchant, 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 5. Item number 6 The Members in the AGM held on July 18, 2014 had appointed Mr Sujal Shah as an Independent Director of the Company for a term of 5 consecutive years, effective April 01, 2014 to March 31, 2019. The current term of his office is due to expire on March 31, 2019. His brief r is as under: ésumé The Indian Card Clothing Co. Ltd – Nomination and Remuneration Committee Relationship with other Directors None Number of shares held in the Company Nil Name Mr Sujal Shah Date of birth September 23, 1968 Brief résumé Mr Sujal Shah is a practicing Chartered Accountant with an overall post qualification experience of about 26 years. He is a founder partner of SSPA & Co Chartered Accountants, Mumbai, and is associated with corporate consultancy services that are offered by the firm. Directorship in other companies Public companies Amal Ltd Amrit Corporation Ltd Bhishma Realty Ltd Capricon Realty Ltd Hindoostan Mills Ltd Mafatlal Industries Ltd Reliance Asset Reconstruction Company Ltd Private companies Convergence Chemicals Pvt Ltd DHFL Pramerica Truasteed Pvt Ltd i-Process Services (India) Pvt Ltd Raiji and Horwath Consultancy Services Pvt Ltd SSPA Consultants Pvt Ltd Rudolf Atul Chemicals Ltd | Annual Report 2017-18
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