Page 273 - Tata_Chemicals_yearly-reports-2017-18

XI. Mr. P. N. Parikh (Membership No. FCS 327) and EXPLANATORY STATEMENT PURSUANT TO SECTION 102
failing him, Mr. Mitesh Dhabliwala (Membership No. OF THE COMPANIES ACT, 2013
FCS 8331) of M/s. Parikh & Associates, Practicing
Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’),
Company Secretaries, has been appointed as the
the following Explanatory Statement sets out all material facts
Scrutinizer for providing facility to the members of the
relating to the business mentioned under Item Nos. 5 to 11 of
Company to scrutinize remote e-voting process as well
the accompanying Notice dated 18 May, 2018:
as voting at the AGM in a fair and transparent manner.
Item No. 5
XII. The Chairman shall, at the AGM, at the end of discussion
on the resolutions on which voting is to be held, allow At the Board Meeting of the Company held on 23 March,
voting with the assistance of Scrutinizer, by use of 2018, the Board had, based on the recommendations of the
e-Voting or by ballot paper for all those members who Nomination and Remuneration Committee, appointed Ms. Padmini
are present at the AGM but have not cast their votes by Khare Kaicker as an Additional Director of the Company with
availing the remote e-voting facility. effect from 1 April, 2018. In terms of Section 161(1) of the Act,
Ms. Kaicker holds office upto the date of this Annual General Meeting
XIII. The Scrutinizer shall, after the conclusion of voting
and is eligible for appointment as a Director. The Company has
at the AGM, first count the votes cast at the meeting
received a Notice from a Member in writing under Section 160(1) of
and, thereafter unblock the votes cast through remote
the Act proposing her candidature for the office of Director.
e-voting, in the presence of at least two witnesses not
in the employment of the Company and shall make, not Based on the recommendations of the Nomination and Remuneration
later than forty eight hours from the conclusion of the Committee and subject to the approval of the Members,
AGM, a Consolidated Scrutinizer’s Report of the total Ms. Padmini Khare Kaicker was also appointed as an Independent
votes cast in favour or against, if any, to the Chairman Director of the Company for a period of 5 years commencing from
or a person authorised by him in writing, who shall 1 April, 2018 to 31 March, 2023, in accordance with the provisions
countersign the same and declare the result of the of Section 149 of the Companies Act, 2013 (‘the Act’) read with
voting forthwith. Schedule IV.
XIV. The results declared alongwith the Scrutinizer’s Report, Ms. Kaicker, aged 53 years, is the Managing Partner of B. K. Khare & Co.,
shall be placed on the website of the Company one of the leading and respected Indian Accounting Firms, serving
www.tatachemicals.com and on the website of the profession for almost five decades. She joined the accountancy
NSDL www.evoting.nsdl.com immediately after the profession in 1990 after completing her B. Sc. in Mathematics. She
declaration of results by the Chairman or a person is also a Certified Public Accountant (USA) and a Diploma holder in
authorised by him in writing. The results shall also be Business Finance from the Institute of Chartered Financial Analysts
immediately forwarded to the Stock Exchanges where of India. She has over 25 years of experience serving large and
the Company’s shares are listed viz. BSE Limited and the mid-sized clients in several sectors in the areas of Audit, Taxation,
National Stock Exchange of India Limited. The results Corporate Finance, Corporate Advisory, Risk Management, Corporate
shall also be displayed on the notice board at the Governance, M&A and restructuring activities. She is on the Boards, as
registered office of the Company. Independent Director, in several reputed companies.
XV. Subject to receipt of requisite number of votes, the Ms. Kaicker has consented to act as Director of the Company and
Resolutions shall be deemed to be passed on the date has given her declaration to the Board that she meets the criteria
of AGM i.e. Wednesday, 25 July, 2018. for independence as provided under Section 149(6) of the Act and
Regulation 16(1)(b) of the Securities and Exchange Board of India
By Order of the Board of Directors (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulations’). Ms. Kaicker is not disqualified from
being appointed as a Director in terms of Section 164 of the Act. In
Rajiv Chandan the opinion of the Board, Ms. Kaicker fulfills the conditions specified
General Counsel & Company Secretary
under the Act read with Rules thereunder and the Listing Regulations
Mumbai, 18 May, 2018 for her appointment as Independent Non-Executive Director of the
Company and is independent of the management. Having regard to
Registered Office: the qualifications, experience and knowledge, the Board considers
Tata Chemicals Limited that her association would be of immense benefit to the Company
Bombay House, 24, Homi Mody Street, and it is desirable to avail the services of Ms. Kaicker as an Independent
Fort, Mumbai 400 001 Director.
CIN: L24239MH1939PLC002893
As per the provisions of Section 149 of the Act, Ms. Kaicker shall
Tel. No: + 91 22 6665 8282
hold office for a term of five consecutive years on the Board of the
Fax No: + 91 22 6665 8144
Company and is not liable to retire by rotation.
Email: investors@tatachemicals.com
Website: www.tatachemicals.com The terms and conditions of her appointment shall be open for
inspection by the Members at the registered office of the Company
Notice 271