Thirumalai 49th Annual Report 2021-2022

Chemicals Ltd.

the Scrutinizer to scrutinize the voting at the meeting Since the aforesaid appointment ends on 31st July, 2022,
and remote e-voting process in a fair and transparent it is proposed to re-appoint Mr. R. Parthasarathy as the
manner. Chairman and Managing Director of the Company for a
E. The Scrutinizer shall within a period not exceeding further period of three years from 1st August, 2022 to 31st
two (2) working days from the conclusion of the July, 2025 on the terms and remuneration as proposed in
e-voting period unblock the votes in the presence of the resolution.
at least two (2) witnesses not in the employment of The profile of Mr. R. Parthasarathy is given below: -
the Company and make a Scrutinizer’s Report of the
Qualification Mr. R. Parthasarathy is a qualified
votes cast in favour or against, if any, forthwith to the
B. Tech. (IIT), M.S., (USA)
Chairman of the Company.
Expertise He has over 45 years of experience
II. Details of Director/Auditors Seeking in specific in the Chemical and Petrochemical
Appointment/Re-appointment as Required functional areas Industries. Under his stewardship in
Under Regulation 36(3) & (5) of the SEBI (Listing the last few years, the Company has
Obligations And Disclosure Requirements) been able to diversify its business,
Regulations, 2015: improve in performance and health,
a. Re-appointment of retiring Director: (Item no. 3) create a strong management team
Mr. R. Sampath aged 77, is the Non-Executive Director and emerge stronger.
of the Company, liable to retire by rotation. He is also one Relationship with Mr. R. Sampath – Director
of the promoters of the Company. As he is retiring at this Director
AGM, it is proposed to re-appoint him as Director of the Directorship in i. Jasmine Limited
Company. His brief profile is given in below: other Companies ii. N. R. Swamy Investments Private
Qualification BSc (Chemistry) from University Limited
of Bombay and has a Chemical Shareholding in 24,28,811 Equity Shares
Engineering degree from USA. the Company
Expertise He started his career in a
in specific Multinational Company and As the Chairman and Managing Director Mr. R.
functional areas possesses more than 50 years Parthasarathy shall perform such functions as may from
of experience in operation, and time to time be entrusted to him by the Board. He shall
managing businesses. be subject to the supervision and control of the Board of
Relationship with Mr. R. Parthasarathy - Director & Directors. He shall not be paid any sitting fees for attending
Director Mrs. Ramya Bharathram – Director the meetings of the Board of Directors or Committees
thereof.
Directorship in i. Ultramarine & Pigments Limited
other Companies ii. Ultramarine Specialty Chemicals The special resolution as set out against item No. 4 was
limited approved by the Nomination & Remuneration Committee
Shareholding in 20,000 Equity Shares and the Board at their respective meetings held on May
the Company 21, 2022 and May 26, 2022. As Mr. R. Parthasarathy has
attained the age of 71 years, in accordance with proviso
The Directors recommend the resolution set out at item No. to Section 196 3(a), the Company seeks consent of the
3 of the accompanying Notice for your approval. Except members by way of special resolution for continuation of
Mr. R. Sampath, and his relatives Mr. R. Parthasarathy his holding the office of Chairman and Managing Director
and Mrs. Ramya Bharathram, none of the other Directors even after attaining the age of 70 years.
and Key Managerial Personnel of the Company and
The Board is of the opinion that the appointment of
their relatives are, in any way, concerned or interested,
Mr. R. Parthasarathy as Chairman and Managing Director
financially or otherwise in the resolution set out at item No.
would be in the interest of the Company and it is desirable
3. The other relatives of Mr. R. Sampath may be deemed
to continue to avail services of Mr. R. Parthasarathy as
to be interested in the resolution set out at Item No. 3 of
Chairman and Managing Director due to his extensive
the Notice, to the extent of their shareholding interest, if
experience regardless of his age. Accordingly, the Board
any, in the Company.
recommends the resolution in relation to appointment of
III. EXPLANATORY STATEMENT AS REQUIRED Mr. R. Parthasarathy as Chairman and Managing Director,
UNDER SECTION 102 OF THE COMPANIES ACT, 2013. for the approval by the shareholders of the Company.
ITEM 4 Except Mr. R. Parthasarathy and his relative
Mr. R. Parthasarathy, aged 71 years, was appointed Mr. R. Sampath, none of the other Directors and Key
as Chairman and Managing Director of the Company Managerial Personnel of the Company and their relatives
respectively for a period of three Years effective from are, in any way, concerned or interested, financially or
August 1, 2019. otherwise in the resolution set out at item No.4. The other

10