Atul Ltd 2010-11

Atul Ltd | Annual Report 2010-11 NOTICE is hereby given that the 34 th Annual General Meeting (AGM) of the Members of the Company will be held on August 04, 2011, Thursday, at 11.00 a.m. at J B Auditorium Hall, Ahmedabad Management Association, Dr Vikram Sarabhai Marg, Ahmedabad 380015, Gujarat, India to transact the following business: Notice Ordinary Business: 1. To receive, consider and adopt the Balance Sheet as on March 31, 2011 and the Profit and Loss Account for the year ended on that date together with the reports of the Directors and the Auditors thereon. 2. To declare dividend. 3. To appoint a Director in place of Mr H S Shah 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 Dr S S Baijal 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 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. 6. To appoint Dalal & Shah as the Statutory Auditors and fix their remuneration. Special Business: 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 Sections 198, 269, 309 and other applicable provisions of the Companies Act, 1956, the Company hereby accords its approval to the reappointment of Mr S A Lalbhai as Managing Director of the Company and his receiving of remuneration including minimum remuneration for a period of 5 years with effect from December 15, 2011, as per the draft of agreement submitted to this meeting and for identification initialed by the Chairman, which agreement is hereby specifically sanctioned with liberty to the Board of Directors to alter and vary the terms and conditions of the said reappointment and|or agreement 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 (including commission) and for considering modifications, if any, by the Central Government in regard to the policy|guidelines pertaining to managerial remuneration 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 Ahmedabad T R Gopi Kannan May 13, 2011 President, Finance & Company Secretary Notes: 1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself | herself and a proxy need not be a Member. 2. Printed copies of the Balance Sheet, the Profit and Loss Account, the Directors’ Report, the Auditors’ Report and every other document required by law to be annexed or attached to the Balance Sheet for the year ending March 31, 2011 are enclosed. 3. Book closure: The Register of Members and the share transfer books of the Company will remain closed from July 01, 2011 to July 04, 2011 (both days inclusive). 4. Distribution of dividend: The dividend, if sanctioned, will be paid to those Members holding shares in physical form whose names stand on the Register of Members on July 04, 2011. The dividend in respect of shares held in the electronic form will be paid to the beneficial owners of shares of opening position as on July 01, 2011, as per details furnished by the depositories for this purpose. The Members holding shares in electronic form may please note that: i) Instructions regarding bank details which they wish to incorporate in future dividend warrants must be submitted to their Depository Participants (DP). As per the regulations of National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL), the Company is obliged to print bank details on the dividend warrants, as furnished by these depositories to the Company. ii) Instructions already given by the Members for shares held in physical form will not be automatically applicable to the dividend paid on shares held in electronic form. iii) Instructions regarding change of address, nomination and power of attorney must be given directly to the DP. 5. Transfer of unclaimed dividend pursuant to Section 205A of the Companies Act, 1956. The unpaid dividend payable to the Members in respect of the 16 th dividend onwards, that is, from the year ended March 31, 2004, will be transferred to the Investor Education and Protection Fund (IEPF) under the provisions of the Companies Act, 1956. Information in respect of such unclaimed dividend when due for transfer to the said Fund is given below: