In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr Shah 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 aMember proposingMr Shah as a candidate for the office of Director of the Company. In the opinion of the Board, Mr Shah 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 the Management. A copy of the draft letter for appointment of Mr Shah as an Independent Director setting out the terms and conditions will be available for inspection without any fee by theMembers at the registered office of the Company during normal business hours on any working day. Mr Shah 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 second term by passing 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 Item number 6 in relation to reappointment of Mr Shah as an Independent Director for a second termof 5 consecutive years for the approval by theMembers as a Special Resolution. Membership in committees of other companies Chairman of Committees Convergence Chemicals Pvt Ltd – Audit Committee Hindoostan Mills Ltd – Audit Committee i-Process Services (India) Pvt Ltd – Audit Committee Member of Committees Amal Ltd – Audit Committee Amrit Corporation Ltd – Audit Committee DHFL Pramerica Truasteed Pvt Ltd – Audit Committee Mafatlal Industries Ltd – Audit Committee Reliance Asset Reconstruction Company Ltd – Audit Committee Relationship with other Directors None Number of shares held in the Company Nil Memorandumof interest Except Mr Shah, 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 Itemnumber 6. Itemnumber 7 Pursuant to Article 90(2) of the Articles of Association read with Section 197 of the Companies Act, 2013, the Non-executive Independent Directors are entitled to receive commission up to 1% of the net profit of the Company in any financial year, with the th approval of the Company by way of Ordinary Resolution. Earlier the 10 AGM had authorised payment of such commission for a period of 5 years which is expiring onMarch 31, 2019 and the same requires further renewal. In view of the time and attention which the Non-executive Independent Directors are called upon to give for the purpose of business of the Company, it is considered that the payment of such commission to the Non-executive Independent Directors as permitted by Article 90(2) aforesaid, may be made for the period of 5 years effective April 01, 2019. The Board recommends the Resolution in Item number 7 in the Notice in relation to the payment of commission to Non-executive Independent Directors for a period of 5 years for the approval by theMembers as an Ordinary Resolution. Registered office: By order of the Board of Directors B|18598, Survey number 33 Atul 396 020, Gujarat India (Rakesh Pathak) Company Secretary CIN: U24110GJ2005PLC045564 May 07, 2018 CIN: Company Identification Number DIN: Director Identification Number FRN: Firm Registration Number 31
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