Atul Ltd 2017-18

75 NOTICE is hereby given that the 41 st Annual General Meeting of the Members of Atul Ltd will be held on Friday, July 27, 2018, 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: time to time which may have the effect of increasing the remuneration and for considering modification 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 a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV 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), Mr S M Datta (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 the second term of 5 consecutive years from April 01, 2019 to March 31, 2024.” 08. To consider and, if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV 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), Mr V S Rangan (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 the second term of 5 consecutive years from April 01, 2019 to March 31, 2024.” 09. To consider and, if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV 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), Mr B S Mehta (DIN: 00035019), 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 a term of 5 consecutive years from June 01, 2018 to May 31, 2023.” 10. To consider and, if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (ListingObligations andDisclosure Requirements) Regulation, 2015 and any other applicable provisions Ordinary business: 01. To receive, consider and adopt: i. the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2018 and the Reports of the Directors and the Auditors thereon and ii. the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 and the Report of the Auditors thereon. 02. To declare dividend on equity shares. 03. To appoint a Director in place of Mr B N Mohanan (DIN: 00198716) who retires by rotation and being eligible, offers himself for reappointment. 04. To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: “ RESOLVED THAT pursuant to the Resolution number 05 passed at the 40 th Annual General Meeting of the Company held on July 28, 2017 the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (FRN 117366W | W-100018) as the Statutory Auditors of the Company be and is hereby ratified for the financial year ending on March 31, 2019.” Special business: 05. To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution: “RESOLVED THAT the words “subject to ratification at every AGM” be and are hereby dropped from the Resolution number 05 passed at the 40 th Annual General Meeting of the Company held on July 28, 2017 which pertained to appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (FRN 117366W | W-100018) as the Statutory Auditors of the Company for a term of 5 consecutive years.” 06. To consider and, if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 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 S Lalbhai (DIN: 00045590) as the Chairman and Managing Director of the Company, and his receiving of remuneration including minimum remuneration for a period of 5 years effective July 01, 2019, 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 Notice