Atul Ltd 2014-15

Atul Ltd | Annual Report 2014-15 NOTICE is hereby given that the 38 th Annual General Meeting of the Members of Atul Ltd will be held on August 04, 2015, Tuesday, at 10.30 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: a) t he audited Standalone Financial Statements of the Company for the year ended March 31, 2015, the Reports of the Directors and the Auditors thereon; and b) the audited Consolidated Financial Statements of the Company for the year ended March 31, 2015, and the Report of the Auditors thereon. 02. To declare dividend. 03. To appoint a Director in place of Mr R A Shah (DIN: 00009851) 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 N Mohanan (DIN: 00198716) 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 Chartered Accountants LLP (FRN: 102020W | W-100040) 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 152, 160 and any other applicable provisions {including any statutory modification(s) or re-enactment thereof}, Mr T R Gopi Kannan (DIN: 00048645) 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 a Director of the Company whose period of office will be liable to retirement by rotation. RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 of the Companies Act, 2013 and any other applicable provisions for the time being in force, approval be and is hereby accorded to the appointment of Mr T R Gopi Kannan as a Whole-time Director of the Company, and his receiving of remuneration including minimum remuneration for a period of five years effective October 17, 2014, as per the draft Agreement submitted to this meeting and for identification initialed 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 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 an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, Schedule IV of the Companies Act, 2013 and any other applicable provisions {including any statutory modification(s) or re-enactment thereof}, Mr M M Chitale (DIN: 00101004), 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 from October 17, 2014 up to October 16, 2019.” 08. 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, 160, Schedule IV of the Companies Act, 2013 and any other applicable provisions {including any statutory modification(s) or re-enactment thereof}, Ms S A Panse (DIN: 02599310), in respect of whom the Company has received a Notice in writing from a Member proposing her 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 from March 27, 2015 up to March 26, 2020.” 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, 160, Schedule IV of the Companies Act, 2013 and any other applicable provisions {including any statutory modification(s) or re-enactment thereof}, Mr B R Arora (DIN: 00194168), in respect of whom the Company has received a Notice in writing from a Member proposing his candidature for the office of Director, be Notice