Sri Sharad Kumar Bachhawat (DIN: 05161130) is an Independent Non-Executive Director ofthe Company and Chairman of the Stakeholders Relationship Committee and Corporate SocialResponsibility Committee of the Board of Directors. He joined the Board of Directors ofthe Company on 8 August 2012. Pursuant to the provision of the Act Sri Sharad KumarBachhawat was appointed as an Independent Non-Executive Director to hold of ce for veconsecutive years for a term up to 31 March 2019 by the members of the Company in the 19AGM.
As per Section 149(10) of the Act an Independent Director shall hold of ce for a termof upto ve consecutive years on the Board of a Company but shall be eligible forre-appointment on passing a special resolution by the Company for another term of upto veconsecutive years on the Board of a Company.
On the recommendation of the Nomination and Remuneration Committee and in terms of theprovisions of Section 149150152 read with Schedule IV and any other applicableprovisions of the Act and the Listing Regulations the Board of Directors of the Companyhave appointed Sri Sharad Kumar Bachhawat as an Independent Director of the Company foranother term of ve consecutive years from 1 April 2019 upto 31 March 2024 not liable toretire by rotation subject to consent by the Members of the Company at the ensuing AnnualGeneral Meeting (AGM).
Sri Sharad Kumar Bachhawat started his career in cosmetic and manufacturing ofreadymade garment. From the last 14 years he is associated with Real Estate Business. Hewas also the president of one of the sports club and also involved with some socialorganization. Sri Bachhawat does not hold by himself or for any other person on a benecial basis any shares in the Company.
The Company has received a declaration from Sri Sharad Kumar Bachhawat con rming thathe meets the criteria of independence as prescribed under the Act and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations). Sri Sharad Kumar Bachhawat is not disquali ed frombeing appointed as a Director in terms of Section 164 of the Act and has given his consentto act as a Director of the Company.
The Performance evaluation of Sri Sharad Kumar Bachhawat was conducted by the entireBoard (excluding him) on the basis of criteria such as transparency analyticalcapability advising providing suggestion to the Company's management level of skill andexpertise etc. On the basis of said evaluation the Board approved their reappointment.
In the opinion of the Board Sri Bachhawat ful lls the conditions speci ed under theAct the Companies (Appointment and Quali cation of Directors) Rules 2014 and Regulation16(1) (b) of the Listing Regulations for his re-appointment as an IndependentNon-Executive Director of the Company. Copy of the draft letter of appointment of SriSharad Kumar Bachhawat as an Independent Non-Executive Director setting out terms andconditions would be available for inspection without any fee by the members at theRegistered Of ce of the Company during normal business hours (11:00 am to 4: 00pm) on anyworking day except Saturday upto and including the date of AGM of the Company.
The Board considers that his continued association would be of immense bene t to theCompany and it is desirable to continue to avail services of Sri Bachhawat as anIndependent Director.
Accordingly the Board recommends Special Resolution in relation to eligibility andre-appointment of Sri Bachhawat as an Independent Director for another term of veconsecutive years with effect from 1st April 2019 to 31st March 2024 for the approvalby the shareholders of the Company.
Except Sri Bachhawat none of the Directors and Key Managerial Personnel of the Companyand their relatives are concerned or interested nancially or otherwise in the resolutionset out at Item No. 6 of the accompanying Notice of the AGM. This Explanatory Statementtogether with the accompanying Notice of the AGM may also be regarded as a disclosureunder Regulation 36(3) of the Listing Regulations and Secretarial Standard on GeneralMeetings (SS-2) of ICSI.