Company Overview Financial Statements Notice Statutory Reports 29 Rudolf Atul Chemicals Ltd | Annual Report 2022-23 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 Subject to the approval of the shareholders, the Board reappointed Dr G Venugopala Rao as the Managing Director from March 14, 2023, to September 30, 2023. His brief résumé is given as follows: Name Dr G Venugopala Rao Date of birth March 14, 1963 Brief résumé Dr G Venugopala Rao joined Atul Ltd on April 10, 2007, and is the Managing Director of Rudolf Atul Chemicals Ltd since August 18, 2011. Dr Rao has 30 years of experience in various capacities and is currently the President – Colors Business, Atul Ltd. Dr Rao holds a postgraduate degree in Textile Chemistry from the University of Mumbai and a doctorate degree from Leeds University. Directorship in other companies Public companies Atul Natural Dyes Ltd Foreign companies Atul USA Inc Membership in committees of other companies Member of committees Nil Cessation from the directorship of listed company in past three years Nil Relationship with other Directors None Number of sharesheld in theCompany Nil The terms of reappointment of Dr G Venugopala Rao are in accordance with applicable provisions of the Companies Act, 2013. The terms and conditions of the reappointment of the Managing Director are set out in the draft agreement, which is placed before the AGM. The material terms of the draft agreement are as under: I. Responsibilities: Dr G Venugopala Rao will have responsibilities for the overall supervision of the Company. In addition, he will also be responsible for any other duties as may be assigned to him by the Board. II. Remuneration: During his tenure, subject to the approval of the shareholders, Dr Rao will be paid remuneration which may be revised from time to time by Atul Ltd. The Company will reimburse Atul Ltd 20% of the remuneration (including revision thereof) drawn by him from Atul Ltd or an amount not exceeding as is allowable under the Companies Act, 2013, whichever is lower.
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