Atul-2015-16

74 / 172

Atul Ltd | Annual Report 2015-16
NOTICE is hereby given that the 39th Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 29, 2016, 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 financial year ended March
31, 2016 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 March 31,
2016 and the Report of the Auditors thereon.
02. To declare dividend on Equity shares.
03. To appoint a Director in place of Mr B S Mehta
(DIN:00035019) who retires by rotation 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 and being
eligible, offers himself for reappointment.
05. To consider and, if thought fit, to pass with or without
modifications, the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT Dalal & Shah Chartered Accountants
LLP (FRN: 102020W | W-100040) be and they are hereby
appointed as the Statutory Auditors of the Company, to
hold office from the conclusion of this meeting till the
conclusion of the next Annual General Meeting, on a
remuneration to be decided by the Board or its Committee
in connection with the audit of the Accounts of the
Company for the financial year ended March 31, 2017.”
Special business:
06. 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
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 reappointment of
Mr B N Mohanan (DIN: 00198716) as a Whole-
time Director of the Company, and his receiving of
remuneration including minimum remuneration for a
period of 3 years with effect from January 01, 2017, as
per the draft Agreement submitted to this meeting and
for identification initialled 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, 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 ` 2.24 lacs
plus service tax as applicable and reimbursement of
actual travel and out of pocket expenses for the financial
year ending March 31, 2017 as approved by the Board
of Directors of the Company, to be paid to R Nanabhoy
& Co, Cost Accountants, (FRN: 000010) for conducting
Cost Audit of the applicable products in the category
of Bulk Drugs, Chemicals, Inorganic Chemicals, Organic
Chemicals and their derivatives, Insecticides and Polymers
be and is hereby ratified and confirmed.”
Notes
01. 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 the proxy need not be a Member.
A person can act as proxy on behalf of not more than
50 Members and holding in aggregate not more than
10% of the total share capital of the Company. In
order that the appointment of a proxy is effective, the
instrument appointing the proxy must be received at the
registered office of the Company not later than 48 hours
before the commencement of the meeting, that is, by
10:30 a.m. on Wednesday, July 27, 2016.
02. Copies of the Balance Sheet, Statement of 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 financial year
ended March 31, 2016 are annexed | attached.
03. The Register of Members and the Share Transfer Books
of the Company will remain closed from July 16, 2016 to
July 20, 2016 (both days inclusive).
04. The dividend if approved will be paid to those Members
whose names stand on the Register of Members on July
15, 2016.
The Members holding shares in electronic form may
please note that:
Notice