Amal Ltd 2013-14

27 Directorship in other companies Public Companies: None Membership in committees of other companies None Number of shares held in the Company Nil Mr Jadeja retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of Companies Act, 1956. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr Jadeja being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years for a term up to March 31, 2019. A Notice has been received from a Member proposing Mr Jadeja as a candidate for the office of Director of the Company. In the opinion of the Board, Mr Jadeja fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder for his appointment as an Independent Director of the Company and he is independent of the Management. A copy of the draft letter for appointment of Mr Jadeja as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered office of the Company during normal business hours on any working day. Mr Jadeja does not hold by himself or together with his relatives two percent or more of the total voting power of the Company. The Board considers that his continued association would be of immense benefit to the Company. Accordingly, the Board recommends the Resolution in relation to the appointment of Mr Jadeja as an Independent Director, for the approval by the Members of the Company. Except Mr Jadeja, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item No 6. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreements with the Stock Exchanges. Item No 7 In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Cost Auditor and their remuneration as recommended by the Audit Committee requires approval by the Board of Directors (the Board). The remuneration also requires ratification by the Shareholders | Members. On the recommendation of the Audit Committee, the Board considered and approved appointment of Cost Auditor, R. Nanabhoy & Co, Cost Accountants, for conduct of Cost Audit of the products in the category of Specialty Chemicals at a remuneration of ` 14,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses for the financial year ending March 31, 2015. The Resolution is set out as an Ordinary Resolution for ratification by the Members. The Board recommends the above Ordinary Resolution for the approval of the Members. None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said Resolution. Item No 8 The Members is requested to pass a Special Resolution to grant their consent for creation of security through mortgage or pledge or hypothecation or otherwise for securing the borrowing limits as may be sanctioned by the lenders.