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NOTICE is hereby given that the 41
st
Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 27, 2018,
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:
time to time which may have the effect of increasing
the remuneration and for considering modification
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, to pass with or without
modifications, the following Resolution as a Special
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 modification(s) or
re-enactment thereof), Mr S M Datta (DIN: 00032812),
in respect of whom the Company has received a Notice
in writing from a Member proposing his candidature for
the office of Director, be and is hereby appointed as an
Independent Director of the Company to hold office for
the second term of 5 consecutive years from April 01,
2019 to March 31, 2024.”
08. 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 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 modification(s) or
re-enactment thereof), Mr V S Rangan (DIN: 00030248),
in respect of whom the Company has received a Notice
in writing from a Member proposing his candidature for
the office of Director, be and is hereby appointed as an
Independent Director of the Company to hold office for
the second term of 5 consecutive years from April 01,
2019 to March 31, 2024.”
09. 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 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 modification(s) or
re-enactment thereof), Mr B S Mehta (DIN: 00035019),
in respect of whom the Company has received a Notice
in writing from a Member proposing his candidature for
the office of Director, be and is hereby appointed as an
Independent Director of the Company to hold office for
a term of 5 consecutive years from June 01, 2018 to
May 31, 2023.”
10. 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 (ListingObligations andDisclosure Requirements)
Regulation, 2015 and any other applicable provisions
Ordinary business:
01. To receive, consider and adopt:
i.
the audited Standalone Financial Statements
of the Company for the financial year ended
March 31, 2018 and the Reports of the Directors
and the Auditors thereon and
ii.
the audited Consolidated Financial Statements
of the Company for the financial year ended
March 31, 2018 and the Report of the Auditors
thereon.
02. To declare dividend on equity shares.
03. To appoint a Director in place of Mr B N Mohanan
(DIN: 00198716) who retires by rotation and being
eligible, offers himself for reappointment.
04. To consider and, if thought fit, to pass with or without
modifications, the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the Resolution number
05 passed at the 40
th
Annual General Meeting of the
Company held on July 28, 2017 the appointment of
Deloitte Haskins & Sells LLP, Chartered Accountants,
(FRN 117366W | W-100018) as the Statutory Auditors
of the Company be and is hereby ratified for the
financial year ending on March 31, 2019.”
Special business:
05. To consider and, if thought fit, to pass with or without
modifications, the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT the words “subject to ratification
at every AGM” be and are hereby dropped from the
Resolution number 05 passed at the 40
th
Annual General
Meeting of the Company held on July 28, 2017 which
pertained to appointment of Deloitte Haskins & Sells LLP,
Chartered Accountants, (FRN 117366W | W-100018) as
the Statutory Auditors of the Company for a term of
5 consecutive years.”
06. 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
Sections 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 S Lalbhai (DIN: 00045590) as the Chairman and
Managing Director of the Company, and his receiving
of remuneration including minimum remuneration for
a period of 5 years effective July 01, 2019, 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
Notice