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Atul Ltd | Annual Report 2014-15
NOTICE is hereby given that the 38
th
Annual General Meeting of the Members of Atul Ltd will be held on August 04, 2015,
Tuesday, at 10.30 a.m. at H T Parekh Hall, Ahmedabad Management Association, Dr Vikram Sarabhai Marg, Ahmedabad
380015, Gujarat, India to transact the following businesses:
Ordinary business:
01. To receive, consider and adopt:
a) the audited Standalone Financial Statements of the
Company for the year ended March 31, 2015, the
Reports of the Directors and the Auditors thereon;
and
b) the audited Consolidated Financial Statements of
the Company for the year ended March 31, 2015,
and the Report of the Auditors thereon.
02. To declare dividend.
03. To appoint a Director in place of Mr R A Shah
(DIN: 00009851) who retires by rotation under Article
134 of the Articles of Association of the Company and
being eligible, offers himself for reappointment.
04. To appoint a Director in place of Mr B N Mohanan
(DIN: 00198716) who retires by rotation under Article
134 of the Articles of Association of the Company and
being eligible, offers himself for reappointment.
05. To appoint Dalal & Shah Chartered Accountants LLP
(FRN: 102020W | W-100040) as the Statutory Auditors
from the conclusion of this Annual General Meeting
(AGM) until the conclusion of the next AGM of the
Company and fix their remuneration.
Special business:
06. To consider and, if thought fit, pass, with or without
modifications, the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 152, 160 and any other applicable provisions
{including any statutory modification(s) or re-enactment
thereof}, Mr T R Gopi Kannan (DIN: 00048645) 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 a Director of
the Company whose period of office will be liable to
retirement by rotation.
RESOLVED FURTHER THAT pursuant to the provisions of
Sections 196, 197, 203 of the Companies Act, 2013 and
any other applicable provisions for the time being in force,
approval be and is hereby accorded to the appointment
of Mr T R Gopi Kannan as a Whole-time Director of the
Company, and his receiving of remuneration including
minimum remuneration for a period of five years
effective October 17, 2014, as per the draft Agreement
submitted to this meeting and for identification initialed
by the Chairman.
FURTHER RESOLVED 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 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 in
regard to the policy | guidelines pertaining to managerial
remuneration and 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.”
07. 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
149, 150, 152, 160, Schedule IV of the Companies Act,
2013 and any other applicable provisions {including
any statutory modification(s) or re-enactment thereof},
Mr M M Chitale (DIN: 00101004), 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 five
consecutive years for a term from October 17, 2014 up to
October 16, 2019.”
08. 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
149, 150, 152, 160, Schedule IV of the Companies Act,
2013 and any other applicable provisions {including
any statutory modification(s) or re-enactment thereof},
Ms S A Panse (DIN: 02599310), in respect of whom the
Company has received a Notice in writing from a Member
proposing her candidature for the office of Director, be
and is hereby appointed as an Independent Director of
the Company to hold office for five consecutive years for
a term from March 27, 2015 up to March 26, 2020.”
09. 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
149, 150, 152, 160, Schedule IV of the Companies Act,
2013 and any other applicable provisions {including
any statutory modification(s) or re-enactment thereof},
Mr B R Arora (DIN: 00194168), in respect of whom the
Company has received a Notice in writing from a Member
proposing his candidature for the office of Director, be
Notice