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term of 5 (five) consecutive years commencing from october   THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL
                15, 2019 to october 14, 2024 (both days inclusive), be and is   ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.
                hereby approved.”                                  ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND
                                                                   THE SEBI CIRCULAR, THE FACILITY FOR APPOINTMENT OF
            7.   Ratification of Remuneration of Cost Auditors     PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR
                                                                   THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE
                  to consider and if thought fit, to pass the following resolution   SLIP AND ROUTE MAP OF  THE AGM  VENUE ARE NOT
                as an ordinary resolution:
                                                                   ANNEXED TO THIS NOTICE.
                  “RESOLVED THAT pursuant to the provisions of Section 148(3)
                and other applicable provisions, if any, of the Companies   3.   the explanatory Statement pursuant to Section 102 of the
                act, 2013 [including any statutory modification(s) or    act setting out material facts concerning the business under
                re-enactment(s) thereof], and the Companies (audit   Item nos. 5 to 7 of the notice is annexed hereto. the relevant
                and  auditors)  rules, 2014, as amended from time to   details pursuant to regulations 26(4) and 36(3) of the listing
                time, the Company hereby ratifies the remuneration of   regulations and Secretarial Standards on general Meetings
                ` 7,50,000 plus taxes, travel and out-of-pocket expenses   issued by the Institute of Company Secretaries of India, in
                incurred in connection with the cost audit payable to   respect of  directors seeking appointment/re-appointment
                d. C.  dave & Co., Cost  accountants (Firm  registration  no.   at this agM are also annexed.
                000611), who are appointed as Cost auditors by the Board of   4.   the Members can join the  agM in the  VC/oaVM mode
                directors of the Company to conduct audit of the cost records   30 minutes before and 15 minutes after the scheduled
                of the Company for the financial year ending March 31, 2021.
                                                                   time of the commencement of the Meeting by following
                RESOLVED FURTHER THAT the Board of directors (including   the procedure mentioned in the  notice.  the Members
                any Committee thereof) be and is hereby authorised to take   will be able to view the proceedings on the  national
                all such steps as may be necessary, proper and expedient to   Securities  depository  limited’s (‘nSdl’) e-Voting website at
                give effect to this resolution.”                   www.evoting.nsdl.com. the facility of participation at the agM
                                                                   through VC/oaVM will be made available to at least 1,000
            Notes:                                                 Members on a first come first served basis as per the MCa
                                                                   Circulars.  the detailed instructions for joining the Meeting
            1.    In view of the global outbreak of the Covid-19 pandemic,
                the Ministry of Corporate affairs (‘MCa’) has vide its general   through VC/oaVM form part of the notes to this notice.
                Circular dated May 5, 2020 read with  general Circulars   5.   Institutional Investors, who are Members of the Company, are
                dated april 8, 2020 and april 13, 2020 (collectively referred   encouraged to attend the 81  agM through VC/oaVM mode
                                                                                       st
                to as ‘MCa Circulars’) permitted the holding of the annual   and vote electronically. Corporate Members intending to
                general Meeting (‘agM’ or  ‘Meeting’) through  Video   appoint their authorised representatives pursuant to Sections
                Conferencing (‘VC’) facility or other audio visual means   112 and 113 of the act, as the case may be, to attend the agM
                (‘oaVM’), without  the  physical  presence  of the  Members   through  VC/oaVM or to  vote through  remote  e-Voting  are
                at  a common  venue. Further, Securities and  exchange   requested to send a certified copy of the Board resolution to
                Board of India (‘SeBI’) vide its Circular dated May 12, 2020   the Scrutiniser by e-mail at  tcl.scrutinizer@gmail.com with a
                (‘SeBI Circular’) has also granted certain relaxations. In   copy marked to evoting@nsdl.co.in.
                compliance with the provisions of the Companies  act,
                2013 (‘the  act’), SeBI (listing  obligations and  disclosure   6.   the attendance of the Members attending the agM through
                requirements) regulations, 2015 (‘listing regulations’) and   VC/oaVM will be counted for the purpose of reckoning the
                MCa Circulars, the 81  agM of the Company is being held   quorum under Section 103 of the act.
                                st
                through VC/oaVM on tuesday, July 7, 2020 at 3.00 p.m. (ISt).
                                      st
                the deemed venue for the 81  agM will be Bombay House,   7.   In line with the MCa Circular dated May 5, 2020 and SeBI
                24 Homi Mody Street, Fort, Mumbai - 400 001.       Circular dated May 12, 2020, the notice of the agM along
                                                                   with the annual report 2019-20 is being sent only through
            2.  PURSUANT  TO  THE PROVISIONS OF  THE ACT, A        electronic mode to those Members whose e-mail addresses
                MEMBER ENTITLED  TO ATTEND AND  VOTE AT  THE       are registered with the Company/depositories. the  notice
                AGM IS ENTITLED  TO APPOINT A PROXY  TO ATTEND     convening the 81  agM has been uploaded on the website
                                                                                st
                AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED      of the Company at  www.tatachemicals.com and may also
                NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM     be accessed from the relevant section of the websites
                IS BEING HELD PURSUANT  TO  THE MCA CIRCULARS      of the Stock  exchanges i.e. BSe  limited and the  national


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