Atul Ltd 2015-16

Atul Ltd | Annual Report 2015-16 NOTICE is hereby given that the 39 th Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 29, 2016, 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) the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2016 and the Reports of the Directors and the Auditors thereon; and b) the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 and the Report of the Auditors thereon. 02. To declare dividend on Equity shares. 03. To appoint a Director in place of Mr B S Mehta (DIN:00035019) who retires by rotation 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 and being eligible, offers himself for reappointment. 05. To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED THAT Dalal & Shah Chartered Accountants LLP (FRN: 102020W | W-100040) be and they are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting, on a remuneration to be decided by the Board or its Committee in connection with the audit of the Accounts of the Company for the financial year ended March 31, 2017.” Special business: 06. 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 Section 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 reappointment of Mr B N Mohanan (DIN: 00198716) as a Whole- time Director of the Company, and his receiving of remuneration including minimum remuneration for a period of 3 years with effect from January 01, 2017, 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 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, pass, with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the 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, 2017 as approved by the Board of Directors of the Company, to be paid to R Nanabhoy & Co, Cost Accountants, (FRN: 000010) 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 be and is hereby ratified and confirmed.” Notes 01. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself | herself and the proxy need not be a Member. A person can act as proxy on behalf of not more than 50 Members and holding in aggregate not more than 10% of the total share capital of the Company. In order that the appointment of a proxy is effective, the instrument appointing the proxy must be received at the registered office of the Company not later than 48 hours before the commencement of the meeting, that is, by 10:30 a.m. on Wednesday, July 27, 2016. 02. Copies of the Balance Sheet, Statement of the Profit and Loss Account, the Directors’ Report, the Auditors’ Report and every other document required by law to be annexed or attached to the Balance Sheet for the financial year ended March 31, 2016 are annexed | attached. 03. The Register of Members and the Share Transfer Books of the Company will remain closed from July 16, 2016 to July 20, 2016 (both days inclusive). 04. The dividend if approved will be paid to those Members whose names stand on the Register of Members on July 15, 2016. The Members holding shares in electronic form may please note that: Notice