Sri Sharad Kumar Bachhawat (DIN: 05161130), is an Independent Non-Executive Director of
the Company and Chairman of the Stakeholders Relationship Committee and Corporate Social
Responsibility Committee of the Board of Directors. He joined the Board of Directors of
the Company on 8 August, 2012. Pursuant to the provision of the Act, Sri Sharad Kumar
Bachhawat, was appointed as an Independent Non-Executive Director to hold of ce for ve
consecutive years for a term up to 31 March, 2019 by the members of the Company in the 19
AGM.
As per Section 149(10) of the Act, an Independent Director shall hold of ce for a term
of upto ve consecutive years on the Board of a Company, but shall be eligible for
re-appointment on passing a special resolution by the Company for another term of upto ve
consecutive years on the Board of a Company.
On the recommendation of the Nomination and Remuneration Committee and in terms of the
provisions of Section 149,150,152 read with Schedule IV and any other applicable
provisions of the Act and the Listing Regulations, the Board of Directors of the Company
have appointed Sri Sharad Kumar Bachhawat as an Independent Director of the Company for
another term of ve consecutive years from 1 April, 2019 upto 31 March, 2024 not liable to
retire by rotation, subject to consent by the Members of the Company at the ensuing Annual
General Meeting (“AGM”).
Sri Sharad Kumar Bachhawat started his career in cosmetic and manufacturing of
readymade garment. From the last 14 years he is associated with Real Estate Business. He
was also the president of one of the sports club and also involved with some social
organization. Sri Bachhawat does not hold by himself or for any other person on a bene
cial basis, any shares in the Company.
The Company has received a declaration from Sri Sharad Kumar Bachhawat con rming that
he meets the criteria of independence as prescribed under the Act and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”). Sri Sharad Kumar Bachhawat is not disquali ed from
being appointed as a Director in terms of Section 164 of the Act and has given his consent
to act as a Director of the Company.
The Performance evaluation of Sri Sharad Kumar Bachhawat was conducted by the entire
Board (excluding him) on the basis of criteria such as transparency, analytical
capability, advising, providing suggestion to the Company's management, level of skill and
expertise 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 the
Act, the Companies (Appointment and Quali cation of Directors) Rules, 2014 and Regulation
16(1) (b) of the Listing Regulations for his re-appointment as an Independent
Non-Executive Director of the Company. Copy of the draft letter of appointment of Sri
Sharad Kumar Bachhawat as an Independent Non-Executive Director setting out terms and
conditions would be available for inspection without any fee by the members at the
Registered Of ce of the Company during normal business hours (11:00 am to 4: 00pm) on any
working 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 the
Company and it is desirable to continue to avail services of Sri Bachhawat as an
Independent Director.
Accordingly, the Board recommends Special Resolution in relation to eligibility and
re-appointment of Sri Bachhawat as an Independent Director for another term of ve
consecutive years with effect from 1st April, 2019 to 31st March, 2024, for the approval
by the shareholders of the Company.
Except Sri Bachhawat, none of the Directors and Key Managerial Personnel of the Company
and their relatives are concerned or interested, nancially or otherwise, in the resolution
set out at Item No. 6 of the accompanying Notice of the AGM. This Explanatory Statement
together with the accompanying Notice of the AGM may also be regarded as a disclosure
under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General
Meetings (SS-2) of ICSI.