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Notice-Of-77Th-AGM.Pdf NOTICE NOTICE IS HEREBY GIVEN THAT THE SEVENTY SEVENTH ANNUAL “RESOLVED THAT Mr. Bhaskar Bhat (DIN: 00148778), who was GENERAL MEETING OF TATA CHEMICALS LIMITED will be held on appointed as an Additional Director of the Company with Thursday, 11th August, 2016 at 3.00 p.m. at Birla Matushri Sabhagar, effect from 20th October, 2015 by the Board of Directors and 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, who holds office upto the date of this Annual General Meeting to transact the following businesses:- of the Company under Section 161(1) of the Companies Act, 2013 (‘the Act’) and the Articles of Association of the Company ORDINARY BUSINESS but who is eligible for appointment and in respect of whom 1. To receive, consider and adopt the Audited Financial the Company has received a notice in writing under Section Statements of the Company for the financial year ended 31st 160(1) of the Act from a Member proposing his candidature for March, 2016 together with the Reports of the Board of Directors the office of Director, be and is hereby appointed as a Director and Auditors thereon. of the Company.” 2. To receive, consider and adopt the Audited Consolidated 7. Appointment of Dr. Nirmalya Kumar as a Director Financial Statements of the Company for the financial year ended 31st March, 2016 together with the Report of the To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: Auditors thereon. “RESOLVED THAT Dr. Nirmalya Kumar (DIN: 00364637), who 3. To declare dividend on Ordinary Shares for the financial year was appointed as an Additional Director of the Company with ended 31st March 2016. effect from 26th May, 2016 by the Board of Directors and who 4. To appoint a Director in place of Mr. R. Mukundan holds office upto the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (DIN 00778253), who retires by rotation and being eligible, (‘the Act’) and the Articles of Association of the Company but offers himself for re-appointment. who is eligible for appointment and in respect of whom the 5. Ratification of Auditors’ appointment Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the To consider and if thought fit, to pass the following Resolution office of Director, be and is hereby appointed as a Director of as an Ordinary Resolution: the Company.” ”RESOLVED THAT pursuant to the provisions of Section 139 and 8. Ratification of Remuneration of Cost Auditors all other applicable provisions, if any, of the Companies Act, To consider and if thought fit, to pass the following Resolution 2013 (including any statutory modification or re-enactment as an Ordinary Resolution: thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time “RESOLVED THAT pursuant to the provisions of Section 148 to time, the Company hereby ratifies the appointment of and other applicable provisions, if any, of the Companies Act, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI 2013 (including any statutory modification or re-enactment Firm Registration No. 117366W/W–100018), as Auditors of the thereof for the time being in force) and the Companies (Audit Company to hold office from the conclusion of this Annual and Auditors) Rules, 2014, as amended from time to time, the General Meeting (AGM) till the conclusion of the Seventy Eighth Company hereby ratifies the remuneration of` 9,00,000 plus (78th) AGM to be held in the year 2017 to examine and audit the service tax and out-of-pocket expenses payable to M/s. N. I. ` accounts of the Company for the financial year 2016-17, at such Mehta & Co., Cost Accountants and 1,20,000 plus service tax remuneration as may be mutually agreed between the Board and out-of-pocket expenses payable to M/s. Ramanath Iyer of Directors of the Company and the Auditors.” & Co; Cost Accountants, who are appointed by the Board of Directors as Cost Auditors of the Company to conduct cost SPECIAL BUSINESS audits relating to cost records of the Company for the year 6. Appointment of Mr. Bhaskar Bhat as a Director ending 31st March, 2017. To consider and if thought fit, to pass the following Resolution as RESOLVED FURTHER THAT the Board be and is hereby an Ordinary Resolution: authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 202 Notes: 4. National Automated Clearing House (NACH): 1. The relative Explanatory Statement pursuant to Section 102 of (a) To avoid loss of dividend warrants in transit and undue the Companies Act, 2013 (‘the Act’), in respect of the business delay in receipt of dividend warrants, the Company as set out in Item Nos. 5 to 8 above and the relevant details has provided NACH facility to the members for the of the Directors seeking re-appointment/appointment under remittance of dividend. Members holding shares in Item Nos. 4, 6 and 7 above as required by Regulation 26 (4) physical form and desirous of availing this facility are and 36 (3) of the Securities and Exchange Board of India requested to provide their latest bank account details (Listing Obligations and Disclosure Requirements) Regulations, (Core Banking Solutions Enabled Account Number, 9 2015 (‘Listing Regulations’) and as required under Secretarial digit MICR and 11 digit IFS Code), along with their Folio Standards – 2 on General Meetings issued by The Institute of Number, to the Company’s Registrar and Share Transfer Company Secretaries of India are annexed hereto. Agents, TSR Darashaw Limited. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE (b) Members holding shares in electronic form are hereby ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO informed that bank particulars registered against their APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF respective depository accounts will be used by the HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF Company for payment of dividend. The Company or its THE COMPANY. The instrument appointing the proxy should, Registrars cannot act on any request received directly however, be deposited at the registered office of the Company from the members holding shares in electronic form not less than 48 hours before the commencement of the AGM. for any change of bank particulars or bank mandates. A Proxy form is annexed to this Report. Proxies submitted on Such changes are to be advised only to the depository behalf of limited companies, societies, etc. must be supported participant of the members. by appropriate resolution or authority as applicable. 5. Members holding shares in physical form are requested to consider converting their holding(s) to dematerialised form to A person can act as a proxy on behalf of members not eliminate all risks associated with physical shares and for ease of exceeding 50 and holding in the aggregate not more than 10% portfolio management. Members can contact the Company or of the total share capital of the Company carrying voting rights. Registrar and Share Transfer Agents for assistance in this regard. A member holding more than 10% of the total share capital 6. Members holding shares in physical form in identical order of the Company carrying voting rights may appoint a single of names in more than one folio are requested to send to the person as proxy and such person shall not act as a proxy for any Company or Registrar and Share Transfer Agents, the details of other person or member. such folios together with the share certificates for consolidating 3. Book Closure and Dividend: their holdings in one folio. A consolidated share certificate will be returned to such members after making requisite The Register of Members and the Share Transfer Books of the changes thereon. Company will be closed from Thursday, 4th August, 2016 to 7. Members are requested to bring their attendance slip along Thursday, 11th August, 2016 both days inclusive. with their copy of Annual Report to the Meeting. The dividend, if declared at the AGM, will be paid on and from 8. In case of joint holders attending the Meeting, only such joint Thursday, 18th August, 2016 to those persons: holder who is higher in the order of names as per the Register of Members of the Company will be entitled to vote. (a) whose names appear as beneficial owners as at the end of the business hours on Wednesday, 3rd August, 9. Nomination Facility: 2016 in the list of beneficial owners to be furnished As per the provisions of Section 72 of the Act, facility for by National Securities Depository Limited (NSDL) and making nomination is available for the members in respect Central Depository Services (India) Limited in respect of of the shares held by them. Members holding shares the shares held in electronic form; and in single name and who have not yet registered their nomination are requested to register the same by submitting (b) whose names appear as members in the Register Form No. SH-13. If a member desires to cancel the earlier of Members of the Company after giving effect to nomination and record fresh nomination, he may submit the valid share transfers in physical form lodged with the same in Form No. SH-14. Members holding shares in physical Company / Registrar and Share Transfer Agents on or form are requested to obtain the nomination forms from before Wednesday, 3rd August, 2016. the Company’s Registrar and Share Transfer Agents.
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