Atul Ltd 2008-09

42 NOTICE is hereby given that the Thirty- second Annual General Meeting of the Members of the Company will be held on August 7, 2009, Friday at 11.00 am at Sheth Shri Amrutlal Hargovandas Memorial Hall, Gujarat Chamber of Commerce and Industry, Gujarat Chamber Building, Ashram Road, Ahmedabad 380009, Gujarat, India to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Balance Sheet as on March 31, 2009 and the Profit and Loss Account for the year ended on that date together with the reports of Directors and the Auditors thereon. 2. To declare dividend 3. To appoint a Director in place of Dr K Aparajithan, who retires by rotation under Article 134 of the Articles of Association of the Company and being eligible, offers himself for reappointment. 4. To appoint a Director in place of Mr G S Patel, who retires by rotation under Article 134 of the Articles of Association of the Company and being eligible, offers himself for reappointment. 5. To appoint Dalal & Shah, Chartered Accountants, as Auditors and to fix their remuneration Special business 6. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution “RESOLVED THAT Mr B N Mohanan, retiring at this Annual General Meeting, having been appointed as an Additional Director and who being eligible offers himself for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a member proposing his candidature, be and is hereby appointed a Director of the Company.” 7. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and other applicable provisions of the Companies Act, 1956, the Company hereby approves the appointment of Mr B N Mohanan as a Wholetime director, on the terms and conditions of appointment including remuneration for a period of five years from January 1, 2009, as set out in the draft Agreement submitted to this meeting and for identification initialled by the Chairman, which agreement is hereby specifically sanctioned with power to the Board to alter or determine the conditions thereof, in such manner as may be agreed to between the parties and within the limits prescribed by the Central Government. FURTHER RESOLVED THAT the Board of Directors be and is hereby authorised to alter and vary any or all of the terms and conditions as approved vide this resolution as may be deemed fit from time to time which may have the effect of increasing the remuneration or perquisites or benefits and for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, expedient, usual or proper in the best interest of the Company.” By Order of the Board T R Gopi Kannan Ahmedabad President, Finance & June 05, 2009 Company Secretary Notice