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Notice
NOTICE is hereby given that the 42
nd
Annual General
qĚĚƥĿŠij ūlj ƥĺĚ qĚŞċĚƑƙ ūlj ƥƭŕ gƥē DžĿŕŕ ċĚ ĺĚŕē ūŠ
Wednesday, July 31, 2019, at 10:30 am at H T Parekh
Hall, Ahmedabad Management Association, Dr Vikram
Sarabhai Marg, Ahmedabad 380 015, Gujarat, India to
ƥƑîŠƙîČƥ ƥĺĚ ljūŕŕūDžĿŠij ċƭƙĿŠĚƙƙȠ
Ordinary business:
1. To receive, consider and adopt:
i.
the audited Standalone Financial Statements of
ƥĺĚ ūŞƎîŠNj ljūƑ ƥĺĚ ǛŠîŠČĿîŕ NjĚîƑ ĚŠēĚē qîƑČĺ
31, 2019 and the Reports of the Directors and
the Auditors thereon and
ii. the audited Consolidated Financial Statements
ūlj ƥĺĚ ūŞƎîŠNj ljūƑ ƥĺĚ ǛŠîŠČĿîŕ NjĚîƑ ĚŠēĚē
March 31, 2019 and the Report of the Auditors
thereon.
2. To declare dividend on equity shares.
3. To appoint a Director in place of Mr T R Gopi Kannan
ȳ'TsȠ ǦǦǦǪǮǬǪǫȴ Džĺū ƑĚƥĿƑĚƙ ċNj ƑūƥîƥĿūŠ îŠē ċĚĿŠij
eligible, offers himself for reappointment.
Special business:
ǪȦ
¹ū ČūŠƙĿēĚƑ îŠēȡ Ŀlj ƥĺūƭijĺƥ Ǜƥȡ ƥū Ǝîƙƙ DžĿƥĺ ūƑ DžĿƥĺūƭƥ
ŞūēĿǛČîƥĿūŠƙȡ ƥĺĚ ljūŕŕūDžĿŠij ƑĚƙūŕƭƥĿūŠ îƙ îŠ ūƑēĿŠîƑNj
resolution:
“RESOLVED THAT pursuant to the provisions of Sections
ǧǯǬȡ ǧǯǭȡ ǨǦǩ ƑĚîē DžĿƥĺ ¬ČĺĚēƭŕĚ × ūlj ƥĺĚ ūŞƎîŠĿĚƙ
Act, 2013andany other applicable provisions for the time
ċĚĿŠij ĿŠ ljūƑČĚ ȳĿŠČŕƭēĿŠij îŠNj ƙƥîƥƭƥūƑNj ŞūēĿǛČîƥĿūŠȳƙȴ
or re-enactment thereof), approval be and is hereby
accorded to the reappointment of Mr T R Gopi Kannan
(DIN: 00048645) as a Whole-time Director of the
Company, and his receiving of remuneration including
ŞĿŠĿŞƭŞ ƑĚŞƭŠĚƑîƥĿūŠ ljūƑ î ƎĚƑĿūē ūlj ǛDŽĚ NjĚîƑƙ
effective October 17, 2019, as per the draft Agreement
ƙƭċŞĿƥƥĚē ƥū ƥĺĿƙ ŞĚĚƥĿŠij îŠē ljūƑ ĿēĚŠƥĿǛČîƥĿūŠ ĿŠĿƥĿîŕĚē
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
îƙ ŞîNj ċĚ ēĚĚŞĚē Ǜƥ ljƑūŞ ƥĿŞĚ ƥū ƥĿŞĚ DžĺĿČĺ ŞîNj
have the effect of increasing the remuneration and
ljūƑ ČūŠƙĿēĚƑĿŠij ŞūēĿǛČîƥĿūŠ Ŀlj îŠNjȡ ċNj ƥĺĚ ĚŠƥƑîŕ
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.”
ǫȦ
¹ū ČūŠƙĿēĚƑ îŠēȡ Ŀlj ƥĺūƭijĺƥ Ǜƥȡ ƥū Ǝîƙƙ DžĿƥĺ ūƑ DžĿƥĺūƭƥ
ŞūēĿǛČîƥĿūŠƙȡ ƥĺĚ ljūŕŕūDžĿŠij ƑĚƙūŕƭƥĿūŠ îƙ î ƙƎĚČĿîŕ
resolution:
“RESOLVED THAT pursuant to the provisions of
¬ĚČƥĿūŠƙ ǧǯǬȡ ǧǯǭȡ ǨǦǩ ƑĚîē DžĿƥĺ ¬ČĺĚēƭŕĚ × ūlj
the Companies Act, 2013 and any other applicable
provisions for the time being in force (including
îŠNj ƙƥîƥƭƥūƑNj ŞūēĿǛČîƥĿūŠȳƙȴ ūƑ ƑĚȹĚŠîČƥŞĚŠƥ
thereof), 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 three years effective
January 01, 2020, as per the draft Agreement
ƙƭċŞĿƥƥĚē ƥū ƥĺĿƙ ŞĚĚƥĿŠij îŠē ljūƑ ĿēĚŠƥĿǛČîƥĿūŠ
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
îƙ ŞîNj ċĚ ēĚĚŞĚē Ǜƥ ljƑūŞ ƥĿŞĚ ƥū ƥĿŞĚ DžĺĿČĺ ŞîNj
have the effect of increasing the remuneration and
ljūƑ ČūŠƙĿēĚƑĿŠij ŞūēĿǛČîƥĿūŠ Ŀlj îŠNjȡ ċNj ƥĺĚ ĚŠƥƑîŕ
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.”
ǬȦ
¹ū ČūŠƙĿēĚƑ îŠēȡ Ŀlj ƥĺūƭijĺƥ Ǜƥȡ ƥū Ǝîƙƙ DžĿƥĺ ūƑ DžĿƥĺūƭƥ
ŞūēĿǛČîƥĿūŠƙȡ ƥĺĚ ljūŕŕūDžĿŠij ƑĚƙūŕƭƥĿūŠ îƙ î ƙƎĚČĿîŕ
resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 149, 150, 152, Schedule IV of the Companies
Act, 2013 and any other applicable provisions for
the time being in force (including any statutory
ŞūēĿǛČîƥĿūŠȳƙȴ ūƑ ƑĚȹĚŠîČƥŞĚŠƥ ƥĺĚƑĚūljȴȡ qƑ q q
ĺĿƥîŕĚ ȳ'TsȠ ǦǦǧǦǧǦǦǪȴȡ ĿŠ ƑĚƙƎĚČƥ ūlj DžĺūŞ ƥĺĚ
ūŞƎîŠNj ĺîƙ ƑĚČĚĿDŽĚē î sūƥĿČĚ ĿŠ DžƑĿƥĿŠij ljƑūŞ î
Corporate Overview 01-22
Statutory Reports 23-105
Financial Statements 107-250
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Atul Ltd | Annual Report 2018-19