Atul Ltd 2014-15

81 The Ministry of Corporate Affairs (MCA) has notified most of the Sections of the new Act (barring those provisions which require sanction | confirmation of the National Company Law Tribunal (‘Tribunal‘) such as variation of rights of holders of different classes of shares (Section 48), reduction of share capital (Section 66), compromises, arrangements and amalgamations (Chapter XV), prevention of oppression and mismanagement (Chapter XVI), revival and rehabilitation of sick companies (Chapter XIX), winding up (Chapter XX) and certain other provisions including, inter alia, relating to Investor Education and Protection Fund (Section 125) and valuation by registered valuers (Section 247). Substantive Sections of the new Act which deal with the general working of companies therefore stand notified. Under the new Act, several rules and regulations have been framed and some of them have been further amended. With the coming into force of the new provisions, several regulations of the existing AoA of the Company require alteration or deletion. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles. The new AoA to be substituted in place of the existing AoA are substantially based on Table ‘F’ of the Act which sets out the model AoA for a company limited by shares. Salient provisions in the new draft AoA of the Company are (a) Its lien now extends also to bonuses declared from time to time in respect of shares over which lien exists; (b) the nominee (s) of a deceased sole Member are recognised as having title to his | her interest in the shares; (c) new provisions regarding application of funds from reserve accounts when amounts in reserve accounts are to be capitalised; (d) new provisions relating to appointment of the Chief Executive Officer and the Chief Financial Officer, in addition to the Manager and the Company Secretary; (e) existing AoA have been streamlined and aligned with the new Act; (f) the statutory provisions of the new Act which permit a company to do some acts ‘if so authorised by its Articles’ or provisions which require a company to do acts in a prescribed manner ’unless the Articles otherwise provide‘ have been specifically included and (g) provisions of the existing AoA which are already part of statute in the Act have not been reproduced in the new draft AoA as they will be superfluous – their non-inclusion makes the new AoA concise and clear. The proposed new draft AoA is uploaded on the website of the Company at http://www.atul.co.in/investors/pdf/Draft_Articles.pdf for perusal by the Shareholders. None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No 10 of the Notice. The Board recommends the Special Resolution set out at Item No 10 of the Notice for approval by the Members. Item number 11 In pursuance of Section 148 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 Auditor, R. Nanabhoy & Co, Cost Accountants, for conducting Cost Audit of the applicable products in the category of Bulk Drugs, Chemicals, Inorganic Chemicals, Organic Chemicals and their derivatives, Insecticides and Polymers at a remuneration of ` 2.24 lacs plus service tax as applicable and reimbursement of actual travel and out of pocket expenses for the financial year ending March 31, 2016. The Resolution is set out as an Ordinary Resolution for ratification by the Members. The Board seeks ratification of the above Ordinary Resolution by the Members. 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 380014, Gujarat India CIN: L99999GJ1975PLC002859 (L P Patni) April 30, 2015 Company Secretary and Chief Compliance Officer CIN: Company Identification Number CPN: Certificate of Practice Number DIN: Director Identification Number FRN: Firm Registration Number