Corporate Overview Statutory Reports Financial Statements 89 Notice NOTICE is hereby given that the 47th Annual General Meeting of the members of Atul Ltd will be held on Friday, July 26, 2024, at 10:30 am through video conferencing | other audiovisual means to transact the following businesses: Ordinary business 1. To receive, consider and adopt: a) the audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2024, and the Reports of the Directors and the Auditors thereon and b) the audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024, and the Report of the Auditors thereon. 2. To declare dividends on equity shares. 3. To appoint a Director in place of Mr Bharathy Mohanan (DIN: 00198716) who retires by rotation and being eligible, offers himself for reappointment. Special business 4. 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 196, 197 and 203 read with Schedule V of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), approval be and is hereby accorded to the reappointment of Mr Gopi Kannan Thirukonda (DIN: 00048645) as a Whole-time Director of the Company, and his receiving of remuneration, including minimum remuneration for a period of three years effective October 17, 2024, to October 16, 2027, as per the draft agreement submitted to this meeting initialed by the Chairman for identification. RESOLVED FURTHER THAT the Board of Directors (Board) be and is hereby authorised to alter and vary any or all of the terms and conditions and the draft of the agreement as approved vide this resolution as may be deemed fit from time to time, which may have the effect of increasing the remuneration and for considering modifications, if any, by the Central Government regarding the policy | guidelines about managerial remuneration. For the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem expedient, necessary, proper or in the best interest of the Company.” 5. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a special resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, read with Schedule IV of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), Mr Praveen Kadle (DIN: 00016814), in respect of whom the Company has received a Notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years from May 01, 2024, to April 30, 2029.” 6. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 3.56 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2025, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to R Nanabhoy & Co, Cost Accountants, (FRN: 000010) for conducting a cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers be and is hereby ratified and confirmed.” Notes: 01. The 47th Annual General Meeting (AGM) is being held through video conferencing | other audiovisual means (VC) in accordance with the procedure prescribed in circular number 20/2020 dated May 05, 2020, read with circular number 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs and circular number SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, read with circular number SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 07, 2023, issued by the Securities and Exchange Board of India (the e-AGM circulars). The members can attend the AGM through VC by following instructions given in Note number 17.10 of the Notice. For the purpose of recording the proceedings, the AGM will be deemed to be held at the registered office of the Company at Atul House, G I Patel Marg, Ahmedabad 380 014, Gujarat, India. The members are requested to attend the AGM from their respective
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