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EXPLANATORY STATEMENT PURSUANT TO Members who wish to inspect the same can send a request to the
SECTION 102 OF THE COMPANIES ACT, 2013 e-mail address mentioned in the notes to the notice.
pursuant to Section 102 of the Companies act, 2013 (‘the act’), dr. C. V. natraj, aged 66 years, holds a ph.d. degree in Chemistry from
the following explanatory Statement sets out all material facts the Indian Institute of Science, Bangalore. He also has post-doctoral
relating to the business mentioned under Item nos. 5 to 7 of the research experience in Biochemistry from the university of Michigan,
accompanying notice dated May 15, 2020: ann arbor. He has more than 30 years of experience in research. He
headed the research function as director on the Board of Hindustan
Item No. 5 lever limited and later went on to lead the Corporate research
at the Board Meeting of the Company held on august 8, 2019, the function for unilever as Senior Vice president. He is also the technical
Board had, based on the recommendations of the nomination advisor to the Indian Institute of Science.
and remuneration Committee (‘nrC’), appointed dr. C. V. natraj
(dIn: 07132764) as an additional director of the Company with effect a brief profile of dr. natraj, including details of current directorships
from august 8, 2019. In terms of Section 161(1) of the act, dr. natraj and remuneration paid/payable forms part of this notice. In
holds office upto the date of this annual general Meeting (‘agM’) and compliance with the provisions of Section 149 read with Schedule
is eligible for appointment as a director. the Company has received IV of the act, regulation 17 of the listing regulations and other
a notice from a Member in writing under Section 160(1) of the act applicable regulations, the appointment of dr. natraj as an
proposing his candidature for the office of director. Independent director for five consecutive years commencing from
august 8, 2019 is now placed for the approval of the Members by an
Based on the recommendations of the nrC and subject to the ordinary resolution.
approval of the Members, dr. natraj was also appointed as an
Independent director of the Company, not liable to retire by dr. natraj would be entitled to sitting fees for attending the
rotation, for a period of 5 years commencing from august 8, 2019 to Meetings of the Board of directors and Committees thereof where
august 7, 2024, in accordance with the provisions of Section 149 he is a Member. In addition, he would be entitled to commission
read with Schedule IV of the act. as determined each year by the Board of directors within the limits
approved by the Members of the Company for the non-executive
dr. natraj has consented to act as director of the Company and directors of the Company.
has given his declaration to the Board that he meets the criteria
for independence as provided under Section 149(6) of the act and the Board commends the ordinary resolution set out in Item no. 5
regulation 16(1)(b) of the Securities and exchange Board of India of the accompanying notice for approval of the Members. this
(listing obligations and disclosure requirements) regulations, item being special business, is unavoidable in nature. except
2015 (‘listing regulations’). In terms of regulation 25(8) of the dr. natraj, none of the directors or Key Managerial personnel (KMp)
listing regulations, dr. natraj has confirmed that he is not aware of the Company and their respective relatives are concerned or
of any circumstance or situation which exists or may be reasonably interested, financially or otherwise, in the resolution set out at Item
anticipated that could impair or impact his ability to discharge no. 5 of the accompanying notice. dr. natraj is not related to any
his duties. He has also confirmed that he is not debarred from other director or KMp of the Company.
holding the office of a director by virtue of any SeBI orders or any Item No. 6
such authority pursuant to circular dated June 20, 2018, issued
by BSe limited and the national Stock exchange of India limited the Board had, based on the recommendations of the nomination
pertaining to enforcement of SeBI orders regarding appointment of and remuneration Committee (‘nrC’), appointed Mr. K. B. S. anand
directors by listed companies. Further, dr. natraj is not disqualified (dIn: 03518282) as an additional director of the Company with
from being appointed as a director in terms of Section 164 of effect from october 15, 2019. In terms of Section 161(1) of the act,
the act. dr. natraj has confirmed that he is in compliance with Mr. anand holds office upto the date of this agM and is eligible for
rules 6(1) and 6(2) of the Companies (appointment and Qualification appointment as a director. the Company has received a notice from
of directors) rules, 2014, with respect to his registration with the data a Member in writing under Section 160(1) of the act proposing his
bank of Independent directors maintained by the Indian Institute of candidature for the office of director.
Corporate affairs. Based on the recommendations of the nrC and subject to the
approval of the Members, Mr. anand was also appointed as an
In the opinion of the Board, dr. natraj fulfills the conditions
specified under the act read with rules thereunder and the listing Independent director of the Company, not liable to retire by rotation,
regulations for his appointment as Independent non-executive for a period of 5 years commencing from october 15, 2019 to
director of the Company and is independent of the management. october 14, 2024, in accordance with the provisions of Section 149
Having regard to the qualifications, experience and knowledge, the read with Schedule IV of the act.
Board considers that his association would be of immense benefit to Mr. anand has consented to act as director of the Company and
the Company and it is desirable to avail the services of dr. natraj as has given his declaration to the Board that he meets the criteria
an Independent director. a copy of the draft letter for appointment for independence as provided under Section 149(6) of the act and
of the Independent director setting out the terms and conditions regulation 16(1)(b) of the listing regulations. In terms of regulation
of his appointment will be available for inspection by the Members. 25(8) of the listing regulations, Mr. anand has confirmed that he

328 I Integrated annual report 2019-20