95 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263 Notice NOTICE is hereby given that the 45th Annual General Meeting of the members of Atul Ltd will be held on Friday, July 29, 2022, at 10:30 am through video conferencing | other audiovisual means to transact the following businesses: Ordinary business 1. To receive, consider and adopt: i) the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, 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, 2022, and the Report of the Auditors thereon. 2. To declare dividend on equity shares. 3. To appoint a Director in place of Mr Gopi Kannan Thirukonda (Director identification number: 00048645) who retires by rotation and being eligible, offers himself for reappointment. 4. 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 139 and 140 of the Companies Act, 2013 and pursuant to theCompanies (Audit andAuditors )Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), Deloitte Haskins & Sells LLP, Chartered Accountants, firm registration number 117366W | W-100018 be and they are hereby reappointed as the Statutory Auditors of the Company for a second term of five years to hold the office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 50th AGM at a remuneration to be decided by the Board or its Committee." Special business 5. 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 and 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 Bharathy Mohanan (Director identification number: 00198716) as a Wholetime Director of the Company, and his receiving of remuneration, including minimum remuneration from January 01, 2023 to May 25, 2025, 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 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.” 6. 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, 160 read with 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 Pradeep Banerjee (Director identification number: 02985965), 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 five years from May 01, 2022 to April 30, 2027." 7. To consider and, if thought fit, to 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 remunerationof ` 3.10 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2023, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to R Nanabhoy & Co, Cost Accountants, firm registration number: 000010 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 be and is hereby ratified and confirmed.”
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