Atul Ltd 2017-18

89 A Special Resolution is required to be passed for continuance of office by Mr R A Shah in view of his age being in excess of 75 years and hence this Resolution. Considering rich experience and expertise of Mr Shah corroborated by the valuable contribution made by him since 1983, the Board is of the view that his continuance as a Director will be of immense benefit to the Company. Mr Shah does not hold by himself or together with his relatives two percent or more of the total voting power of the Company. Accordingly, the Board recommends the Resolution in Item number 11 in relation to continuance of the office of Non-executive Director by Mr R A Shah for the approval by the Members as a Special Resolution. Memorandum of interest Except Mr Shah, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item number 11. Item number 12 Pursuant to Article 87(2) of the Articles of Association read with Section 197 of the Companies Act, 2013, the Non-executive Directors are entitled to receive commission up to 1% of the net profit of the Company in any financial year, with the approval of the Company by way of Ordinary Resolution. Earlier the 36 th AGM had authorised payment of such commission for a period of 5 years which expired on March 31, 2018 and the same requires further renewal. In view of the time and attention which the Non-executive Directors are called upon to give for the purpose of business of the Company, it is considered that the payment of such commission to the Non-executive Directors as permitted by Article 87(2) aforesaid, may be made for the period of 5 years effective April 01, 2018. The Board recommends the Resolution in Item number 12 in the Notice in relation to the payment of commission to Non-executive Directors for a period of 5 years for approval by the Members as an Ordinary Resolution. Memorandum of interest Except Non-executive Directors of the Company, none of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in Item number 12. Item number 13 In pursuance of Section 148(3) 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 Auditors, R Nanabhoy & Co, Cost Accountants, for conducting Cost Audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers at a remuneration of ` 2.69 lakhs plus taxes as applicable and reimbursement of actual travel and out of pocket expenses for the financial year ending March 31, 2019. The Board seeks ratification of the aforesaid remuneration by the Members and accordingly requests their approval of the Ordinary Resolution. Memorandum of interest 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 380 014, Gujarat (L P Patni) India Company Secretary and Chief Compliance Officer CIN: L99999GJ1975PLC002859 June 01, 2018 CIN: Company Identification Number CPN: Certificate of Practice Number DIN: Director Identification Number FRN: Firm Registration Number