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Atul Ltd | Annual Report 2017-18

for the time being in force (including any statutory

modification(s) or re-enactment thereof), the consent of

the Company be and is hereby accorded for continuance

of the office of Independent Director by Mr B R Arora

(DIN: 00194168) appointed

vide

Resolution number 9 on

August 04, 2015 by the Members.”

11. 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

Regulation 17(1A) of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements)

Regulation, 2015 and any other applicable provisions

for the time being in force (including any statutory

modification(s) or re-enactment thereof), the consent of

the Company be and is hereby accorded for continuance

of the office of Non-executive Director by Mr R A Shah

(DIN: 00009851) appointed

vide

Resolution number 3 on

July 28, 2017 by the Members.”

12. To consider and, if thought fit, to pass, with or without

modifications, the following Resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to Article 87(2) of the Articles

of Association of the Company and in accordance with

the provisions of Section 197 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) (the Act), the Non-executive

Directors of the Company be paid remuneration by way

of commission, over and above the sitting fees, up to

1% of the net profit of the Company computed in the

manner laid down in Section 198 of the Act, for each of

5 financial years commencing from April 01, 2018, in a

such proportion and manner as the Board of Directors

may from time to time determine.”

13. 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

`

2.69 lakhs

plus taxes as applicable and reimbursement of actual

travel and out of pocket expenses for the financial year

ending March 31, 2019 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 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. 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 am on

Wednesday, July 25, 2018.

02. Copies of the Balance Sheet, Statement of the Profit and

Loss, 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, 2018 are annexed | attached.

03. The Register of Members and the Share Transfer Books

of the Company will remain closed from July 14, 2018 to

July 20, 2018 (both days inclusive).

04. The dividend if approved will be paid to those Members

whose names stand on the Register of Members on July

13, 2018.

The Members holding shares in electronic form may

please note that:

i)

Instructions regarding bank details which they wish

to incorporate in future dividend warrants must be

submitted to their Depository Participants (DPs). As

per the regulations of National Securities Depository

Ltd and Central Depository Services (India) Ltd,

the Company is obliged to print on the dividend

warrants, bank details as furnished by these

depositories.

ii) Instructions already given by the Members for shares

held in physical form will not be automatically

applicable to the dividend paid on shares held in

electronic form. Fresh instructions regarding bank

details must be given to the DPs.

iii) Instructions regarding change of address,

nomination and power of attorney must be given

directly to the DPs.

05. Unpaid dividend payable to the Members in respect of

the 23

rd

dividend onwards, that is, from financial year

ended March 31, 2011, will be transferred to the Investor

Education and Protection Fund (IEPF). Information in

respect of such unclaimed dividends as to when they are

due for transfer to the said fund is given below:

Dividend Financial year

ended

Date of declaration

of dividend

Dividend

payment

Expected date of transfer

of unpaid dividend to IEPF

23

rd

March 31, 2011

August 04, 2011

45%

August 03, 2018

24

th

March 31, 2012

July 27, 2012

45%

July 26, 2019

25

th

March 31, 2013

July 26, 2013

60%

July 25, 2020

26

th

March 31, 2014

July 25, 2014

75%

July 24, 2021

27

th

March 31, 2015

August 04, 2015

85%

August 03, 2022

28

th

March 31, 2016

July 29, 2016

100%

July 28, 2023

29

th

March 31, 2017

July 28, 2017

100%

July 27, 2024

No claim will lie from a Member once the transfer is made to the said Fund. The Members who have not encashed their

dividend warrants are requested to encash the same before the said transfer in their own interest.