The following Explanatory Statement pursuant to Section 102 of the Companies Act 2013("Act") sets out all material facts relating to the business mentioned at ItemNos. 3 and 4 of the accompanying Notice dated 14.08.2017.
Mr. Srinivasan Sethuraman was serving as an Independent Director and the Board attheir meeting held on 14.02.2017 proposed his appointment as Joint Managing Director ofthe Company for a period of 3 years w.e.f 1st April 2017 with a consolidated annualremuneration of Rs. 16800000/- and the same is subject to the approval of Shareholders.Mr. Sethuraman brings with him a wealth of managerial experience across multinationalfirms in a career spanning over two decades in India Europe and the USA. The Boarddiscussed the matter in length keeping in mind the current and future operation of thecompany its growth inadequacy of profit and recommendation received from theRemuneration & Nomination Committee the Board decided to come in consent with thisposition.
The Board recommends resolution under Item No. 3 to be passed as a Special Resolution.
Except Mr. Srinivasan Sethuraman none of the Directors and Key Managerial Personnel ofthe Company or their relatives are in any way concerned or interested financially orotherwise in the said resolution except and to the extent of their directorship/membershipof the Company.
Mr. Keshav Narayanan Kantamneni was earlier appointed as Chairman & ManagingDirector of the company w.e.f. 10.06.2015 for a period of 3 years ending on 11.06.2018.Keeping in mind the business growth overall turnaround of company andleadership/administrative capacity of said Mr. Kantamneni now the Board proposed hisreappointment for a further period of 3 years effective 10.06.2018 with a annualconsolidated remuneration of Rs. 6000000/- per annum.
Further Mr. Keshav Kantamnenis appointment is not liable to retire by rotation.
Except Mr. Keshav Kantamneni none of the Directors and Key Managerial Personnel of theCompany or their relatives are in any way concerned or interested financially orotherwise in the said resolution except to the extent of their directorship/membership ofthe Company.
The Board recommends resolutions under Item No. 4 to be passed as a special resolution.
| ||By order of the Board |
| ||Keshav Narayan Kantamneni |
|Place: Chennai ||Chairman & Managing Director |
|Date: 14.08.2017 ||DIN:06378064 |