91 / 220
89
A Special Resolution is required to be passed for continuance of office by Mr R A Shah in view of his age being in excess of
75 years and hence this Resolution.
Considering rich experience and expertise of Mr Shah corroborated by the valuable contribution made by him since 1983, the
Board is of the view that his continuance as a Director will be of immense benefit to the Company.
Mr Shah does not hold by himself or together with his relatives two percent or more of the total voting power of the Company.
Accordingly, the Board recommends the Resolution in Item number 11 in relation to continuance of the office of Non-executive
Director by Mr R A Shah for the approval by the Members as a Special Resolution.
Memorandum of interest
Except Mr Shah, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are
concerned or interested, financially or otherwise, in the Resolution set out at Item number 11.
Item number 12
Pursuant to Article 87(2) of the Articles of Association read with Section 197 of the Companies Act, 2013, the Non-executive
Directors are entitled to receive commission up to 1% of the net profit of the Company in any financial year, with the approval
of the Company by way of Ordinary Resolution. Earlier the 36
th
AGM had authorised payment of such commission for a period
of 5 years which expired on March 31, 2018 and the same requires further renewal.
In view of the time and attention which the Non-executive Directors are called upon to give for the purpose of business of the
Company, it is considered that the payment of such commission to the Non-executive Directors as permitted by Article 87(2)
aforesaid, may be made for the period of 5 years effective April 01, 2018.
The Board recommends the Resolution in Item number 12 in the Notice in relation to the payment of commission to
Non-executive Directors for a period of 5 years for approval by the Members as an Ordinary Resolution.
Memorandum of interest
Except Non-executive Directors of the Company, none of the other Directors or Key Managerial Personnel of the Company and
their relatives are concerned or interested, financially or otherwise, in Item number 12.
Item number 13
In pursuance of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the appointment of the Cost Auditors and their remuneration as recommended by the Audit Committee requires approval by
the Board of Directors (Board). The remuneration also requires ratification by the Members.
On the recommendation of the Audit Committee, the Board considered and approved appointment of the Cost Auditors,
R Nanabhoy & Co, Cost Accountants, 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 at a 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.
The Board seeks ratification of the aforesaid remuneration by the Members and accordingly requests their approval of the
Ordinary Resolution.
Memorandum of interest
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or
otherwise, in the said Resolution.
Registered office:
By order of the Board of Directors
Atul House
G I Patel Marg
Ahmedabad 380 014, Gujarat
(L P Patni)
India
Company Secretary and Chief Compliance Officer
CIN: L99999GJ1975PLC002859
June 01, 2018
CIN: Company Identification Number
CPN: Certificate of Practice Number
DIN: Director Identification Number
FRN: Firm Registration Number