Atul Ltd 2013-14

Atul Ltd | Annual Report 2013-14 NOTICE is hereby given that the 37 th Annual General Meeting (AGM) of the Members of Atul Ltd will be held on July 25, 2014, Friday, at 11.00 a.m. at H T Parekh Hall, Ahmedabad Management Association, Dr Vikram Sarabhai Marg, Ahmedabad 380015, Gujarat, India to transact the following businesses: Ordinary Business: 01. To receive, consider and adopt the Financial Statements of the Company for the year ended March 31, 2014 including the Balance Sheet as on March 31, 2014, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date together with the Reports of the Directors and the Auditors thereon. 02. To declare dividend. 03. To appoint a Director in place of Mr B N Mohanan (holding DIN 00198716) who retires by rotation under Article 134 of the Articles of Association of the Company and being eligible, offers himself for reappointment. 04. To appoint a Director in place of Mr B S Mehta (holding DIN 00035019) who retires by rotation under Article 134 of the Articles of Association of the Company and being eligible, offers himself for reappointment. 05. To appoint Dalal & Shah (Firm Registration Number 102020W) as the Statutory Auditors from the conclusion of this Annual General Meeting (AGM) until the conclusion of the next AGM of the Company and fix their remuneration. Special Business: 06. To consider and, if thought fit, pass, with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 and any other applicable provisions (including any statutory modification(s) or re-enactment thereof), Mr S M Datta (holding 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 five consecutive years for a term up to March 31, 2019.” 07. 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 Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 and any other applicable provisions (including any statutory modification(s) or re-enactment thereof), Mr G S Patel (holding DIN 00045625), 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 five consecutive years for a term up to March 31, 2019.” 08. To cons ider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 and any other applicable provisions (including any statutory modification(s) or re-enactment thereof), Dr S S Baijal (holding DIN 00027961), 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 five consecutive years for a term up to March 31, 2019.” 09. 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 Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 and any other applicable provisions (including any statutory modification(s) or re-enactment thereof), Mr H S Shah (holding DIN 00152195), 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 five consecutive years for a term up to March 31, 2019.” 10. 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 Sections 149, 150, 152, Schedule IV of the Companies Act, 2013 and any other applicable provisions (including any statutory modification(s) or re-enactment thereof), Mr V S Rangan (holding 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 five consecutive years for a term up to March 31, 2019.” 11. To consider and, if thought fit, pass, with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of the Companies Act, 1956 | the Companies Act, 2013 and other applicable provisions for the time being in force, approval be and is hereby accorded to the reappointment of Mr B N Mohanan (holding DIN 00198716) as a Whole-time Director of the Company, and his receiving of remuneration including minimum remuneration for a period of three years with effect from January 01, 2014, as per the draft Agreement submitted to this meeting and for identification initialled by the Chairman. FURTHER RESOLVED 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 Notice