Atul Ltd 2016-17

75 Notice NOTICE is hereby given that the 40 th Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 28, 2017, 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: 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 in accordance with Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) including any statutory modification(s) or re-enactment thereof, for the time being in force and other applicable provisions, and subject to necessary approvals from the Securities and Exchange Board of India (SEBI), Stock Exchanges and other appropriate statutory authorities, as may be necessary, the consent of the Members of the Company be and is hereby accorded to reclassify the following persons | entities from ‘promoter and promoter group category’ to ‘public category’: No. Name of the promoter | promoter group 01. Arvind Ltd 02. Arvind Brands Ltd (amalgamated with Arvind Brands and Retail Ltd) 03. Arvind Fashions Ltd (formerly known as Arvind J & M Ltd) 04. Asman Investments Ltd (amalgamated with Arvind Brands and Retail Ltd) 05. Aura Merchandise Pvt Ltd 06. Aura Securities Pvt Ltd 07. Fast Credit Consulting Pvt Ltd (name changed to Aura Business Enterprise Pvt Ltd) 08. Jayshree Sanjay Lalbhai 09. Kulin Sanjaybhai 10. Lalbhai Shrenikbhai Kasturbhai 11. Punit Sanjaybhai 12. Sanjay Shrenik Lalbhai RESOLVED FURTHER THAT any of the Whole-time Directors or the Company Secretary of the Company be and is hereby authorised to submit application for reclassification to the Stock Exchanges wherein the securities of the Company are listed or any other regulatory authority, as may be required, and to take such steps expedient or desirable to give effect to this Resolution.” 08. 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 ` 2.69 lakhs plus taxes as applicable and reimbursement of actual travel and out of pocket expenses for the Ordinary business: 01. To receive, consider and adopt: a) the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017 and the Reports of the Directors and the Auditors thereon and b) the audited Consolidated Financial Statements of the Company for the financial year endedMarch 31, 2017 and the Report of the Auditors thereon. 02. To declare dividend on Equity shares. 03. To appoint a Director in place of Mr R A Shah (DIN: 00009851) who retires by rotation and being eligible, offers himself for reappointment. 04. To appoint a Director in place of Mr T R Gopi Kannan (DIN: 00048645) who retires by rotation and being eligible, offers himself for reappointment. 05. To appoint Deloitte Haskins & Sells LLP, Chartered Accountants, (FRN 117366W | W-1000018) as the Statutory Auditors of the Company in place of Dalal & Shah Chartered Accountants LLP, the retiring Statutory Auditors, to hold office from the conclusion of this Annual General Meeting (AGM), until the conclusion of 45 th AGM, subject to ratification at every AGM on a remuneration to be decided by the Board or its Committee. 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 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 A Lalbhai (DIN: 00009278) as a Managing Director of the Company, and his receiving of remuneration including minimum remuneration for a period of 5 years effective December 15, 2016, 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 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