Page 296 - Arvind 2024

Explanatory statement under section 102(1) of the Companies Act, 2013:
Item No. 4
In accordance with provisions of Section 149(10) of the Companies Act, 2013 ('the Act'), an Independent Director holds office for a term of five consecutive years on the Board of the Company and she is eligible for re-appointment subject to the approval by members of the Company by way of a special resolution.
Ms. Pallavi Vyas was appointed as an Independent Director by a resolution passed at the Annual General Meeting held on September 29, 2020 for a period of 5 (five) years upto August 4, 2024. The Members are informed that the Board of Directors of the Company (‘the Board’) at its meeting held on May 6, 2024, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Ms. Pallavi Vyas as an Independent Director of the Company, with effect from August 5, 2029 subject to the approval of the Members of the Company in accordance with the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Schedule IV of the Act, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations’’) and her appointment shall not be subject to retire by rotation. A notice has been received from a member proposing Ms. Pallavi Vyas as a candidate for the office of the Director of the Company.
The Board is of the view that her active participation in various Committee and Board meetings, her positive attributes, valuable guidance and suggestions even in the field of Corporate Social Responsibility would benefit the Company. The Board is also satisfied with her report of overall performance evaluation. Declaration has been received from her that she meets the criteria of Independence prescribed under Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the Listing Regulations 2015. In the opinion of the Board, Ms. Pallavi Vyas fulfils the conditions specified in the Act, the Rules thereunder and the Listing Regulations 2015 for re-appointment as
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24, Government Servant Society, Nr. Municipal Market, Off C G Road, Navrangpura, Ahmedabad-380009
Date: May 6, 2024 Place: Ahmedabad
an Independent Director and that she is independent of the management of the Company. She is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director.
Consent of the members by way of Special Resolution is required for re-appointment of Ms. Pallavi Vyas, in terms of Section 149 of the Act.
The details as required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, of the person seeking appointment/ re-appointment as Director under Item No. 4 are attached as separate annexure to this Notice.
Ms. Pallavi Vyas and her relatives are interested in this Special Resolution to the extent of their shareholding, if any, in the Company. None of the other Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Special Resolution.
Item No. 5
The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2025 on a remuneration of Rs. 1,00,000/- (Rupees One Lac only) plus applicable taxes and re-imbursement of out-of- pocket expenses to be incurred in connection with the audit for the financial year ending March 31, 2025.
In accordance with the provisions of Section 148(3) of the Act read with The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2025.
The Board of Directors recommends the above resolution for your approval.
By Order of the Board
Prakash Makwana
Company Secretary
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