th NOTICE is hereby given that the 1 Annual General 4 Meeting of the Members of Rudolf Atul Chemicals Ltd will be held on Friday, August 03, 2018, at 12:30 pm at B | 18598, Survey Number 33, Atul 396 020, Gujarat, India to transact the following businesses: Ordinary business: 1. To receive, consider and adopt the audited Financial Statements of the Company for the financial year ended March 31, 2018 and the Reports of the Directors and the Auditors thereon. 2. To confirm interim dividend on equity shares as final dividend. 3. To appoint a Director in place of Mr Gopi Kannan Thirukonda (DIN: 00048645) who retires by rotation 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 Resolution number th 04 passed at the 13 Annual General Meeting of the Company held on August 11, 2017 the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, (FRN 117366W | W-100018) as Statutory Auditors of the Company be and is hereby ratified for the financial year ending on March 31, 2019.” 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 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 Sudhir Merchant (DIN: 00033406), 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 reappointed as an Independent Director of the Company to hold office for a second term of 5 consecutive years from April 01, 2019 up to March 31, 2024.” 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, 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 Sujal Shah (DIN: 00058019), 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 reappointed as an Independent Director of the Company to hold office for a second term of 5 consecutive years from April 01, 2019 up to March 31, 2024.” 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 90(2) of the Articles of Association of the Company and in accordance with the provisions of Section 197 of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment there of) (the Act), the Non-executive Independent 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 Act, for each of 5 financial years commencing from April 01, 2019, in a such proportion and manner as the Board of Directors may from time to time determine.” Notes 1. A Member entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself | herself and the proxy need not be a Member. A person can act as proxy on behalf of not more than 50 Members and holding in aggregate not more than 10% of the total share capital of the Company. In order that the appointment of a proxy is effective, the instrument appointing the proxy must be received at the registered office of the Company not later than 48 hours before the commencement of the meeting, that is, by 12:30 pm on Wednesday, August 01, 2018. 2. Copies of the Balance Sheet, the Statement of Profit and Loss, the Directors' Report, the Auditor's Report and every other document required by law to be annexed or attached to the Balance Sheet for the financial year ending March 31, 2018 are annexed |attached. 3. The physical copies of the documents which are referred in this Notice and not attached will also be available at the registered office of the Company for Notice 27
RkJQdWJsaXNoZXIy MjA2MDI2