100 Atul Ltd | Annual Report 2022-23 Atul Ltd | Annual Report 2022-23 Atul Ltd Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India Atul Ltd | Annual Report 2022-23 Reconnect | Reimagine | Regrow Corporate Overview Statutory Reports Financial Statements Notice NOTICE is hereby given that the 46th Annual General Meeting of the members of Atul Ltd will be held on Friday, July 28, 2023, 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 on March 31, 2023, 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 on March 31, 2023, and the Report of the Auditors thereon. 2. To confirm the special interim dividend of ` 7.50 per equity share paid during 2022-23. 3. To declare dividend on equity shares. 4. To consider and, if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: “RESOLVED THAT Mr Rajendra Shah (Director identification number: 00009851), who was appointed as a Director of the Company liable to retire by rotation, and who does not seek reappointment upon expiry of his term at this Annual General Meeting, be not reappointed a Director of the Company; RESOLVED FURTHER THAT the vacancy, so created on the Board of Directors of the Company, be not filled.” 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 Sunil Lalbhai (Director identification number: 00045590) as the Chairman and Managing Director of the Company, and his receiving of remuneration, including minimum remuneration for a period of five years effective July 01, 2024 to June 30, 2029, as per the draft agreement submitted to this meeting initialed by the Chairman for identification. 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 the 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 Rangaswamy Iyer (Director identification number: 00474407), 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, 2023 to April 30, 2028.” 7. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to Article 87(2) of the Articles of Association of the Company and in accordance with the provisions of Section 197 of the Companies Act, 2013 and Regulation 17(6) of the Securities and Exchange Board of India (Listing ObligationsandDisclosureRequirements) Regulation, 2015 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), the Non-executive Directors of the Company be paid remuneration by way of commission, over and above the sitting fees, up to 1% of the net profit of the Company computed in the manner laid down in Section 198 of the Companies Act, 2013 for each of the five financial years commencing from April 01, 2023 in such proportion andmanner as theBoard of Directorsmay fromtime to time determine.” 8. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution:
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