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Notice
NOTICE is hereby given that the 40
th
Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 28, 2017, at
10:30 am at H T Parekh Hall, Ahmedabad Management Association, Dr Vikram Sarabhai Marg, Ahmedabad 380 015, Gujarat,
India to transact the following business:
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 in accordance with Regulation 31A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (the Listing Regulations) including any statutory
modification(s) or re-enactment thereof, for the time
being in force and other applicable provisions, and
subject to necessary approvals from the Securities and
Exchange Board of India (SEBI), Stock Exchanges and
other appropriate statutory authorities, as may be
necessary, the consent of the Members of the Company
be and is hereby accorded to reclassify the following
persons | entities from ‘promoter and promoter group
category’ to ‘public category’:
No. Name of the promoter | promoter group
01.
Arvind Ltd
02.
Arvind Brands Ltd (amalgamated with
Arvind Brands and Retail Ltd)
03.
Arvind Fashions Ltd (formerly known as
Arvind J & M Ltd)
04.
Asman Investments Ltd (amalgamated with
Arvind Brands and Retail Ltd)
05.
Aura Merchandise Pvt Ltd
06.
Aura Securities Pvt Ltd
07.
Fast Credit Consulting Pvt Ltd (name changed
to Aura Business Enterprise Pvt Ltd)
08.
Jayshree Sanjay Lalbhai
09.
Kulin Sanjaybhai
10.
Lalbhai Shrenikbhai Kasturbhai
11.
Punit Sanjaybhai
12.
Sanjay Shrenik Lalbhai
RESOLVED FURTHER THAT any of the Whole-time
Directors or the Company Secretary of the Company
be and is hereby authorised to submit application
for reclassification to the Stock Exchanges wherein
the securities of the Company are listed or any other
regulatory authority, as may be required, and to take
such steps expedient or desirable to give effect to
this Resolution.”
08. 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
`
2.69 lakhs
plus taxes as applicable and reimbursement of
actual travel and out of pocket expenses for the
Ordinary business:
01. To receive, consider and adopt:
a) the audited Standalone Financial Statements of the
Company for the financial year ended March 31,
2017 and the Reports of the Directors and the
Auditors thereon and
b) the audited Consolidated Financial Statements of
the Company for the financial year endedMarch 31,
2017 and the Report of the Auditors thereon.
02. To declare dividend on Equity shares.
03. To appoint a Director in place of Mr R A Shah
(DIN: 00009851) who retires by rotation and being
eligible, offers himself for reappointment.
04. To appoint a Director in place of Mr T R Gopi Kannan
(DIN: 00048645) who retires by rotation and being
eligible, offers himself for reappointment.
05. To appoint Deloitte Haskins & Sells LLP, Chartered
Accountants, (FRN 117366W | W-1000018) as
the Statutory Auditors of the Company in place of
Dalal & Shah Chartered Accountants LLP, the retiring
Statutory Auditors, to hold office from the conclusion
of this Annual General Meeting (AGM), until the
conclusion of 45
th
AGM, subject to ratification at every
AGM on a remuneration to be decided by the Board or
its Committee.
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 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 S A Lalbhai (DIN: 00009278) as a Managing Director
of the Company, and his receiving of remuneration
including minimum remuneration for a period of 5 years
effective December 15, 2016, as per the draft Agreement
submitted to this meeting and for identification initialed
by the Chairman.
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
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