Page 345 - Tata_Chemicals_yearly-reports-2021-22

Companies Act, 2013 [including any statutory modification(s) 3. The Explanatory Statement pursuant to Section 102 of
or re-enactment(s) thereof for the time being in force] read the Act setting out material facts concerning the business
with the Companies (Audit and Auditors) Rules, 2014, as under Item Nos. 5 to 7 of the Notice is annexed hereto.
amended from time to time, the Company hereby ratifies The Board of Directors has considered and decided to
the remuneration of ₹ 7,50,000 plus applicable taxes and include Item Nos. 6 and 7 as given above as Special Business
out-of-pocket expenses incurred in connection with the in the forthcoming AGM as they are unavoidable in nature.
cost audit payable to D. C. Dave & Co., Cost Accountants The relevant details as set out under Item No. 4 of the Notice
(Firm Registration No. 000611), who are appointed by the pursuant to Regulation 36(3) of the SEBI Listing Regulations
Board of Directors of the Company on the recommendation and Secretarial Standard - 2 on General Meetings issued
of the Audit Committee, as Cost Auditors of the Company by the Institute of Company Secretaries of India (‘ICSI’) in
to conduct audit of the cost records maintained by the respect of the Director seeking re-appointment at this
Company as prescribed under the Companies (Cost Records AGM are also annexed to this Notice.
and Audit) Rules, 2014, as amended from time to time, for the
financial year ending March 31, 2023. 4. The Members can join the AGM in the VC/OAVM mode
30 minutes before and 15 minutes after the scheduled time
RESOLVED FURTHER THAT the Board of Directors of of the commencement of the Meeting by following the
the Company (including its Committee thereof) be and is procedure mentioned in this Notice. The Members will be
hereby authorised to do all acts, deeds, matters and things able to view the live proceedings by logging into the National
as may be necessary, expedient and desirable for the Securities Depository Limited’s (‘NSDL’) e-Voting website at
purpose of giving 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
Notes: 1,000 Members on a first come first served basis as per the
1. In view of the ongoing COVID-19 pandemic, the Ministry of MCA Circulars.
Corporate Affairs (‘MCA‘) has vide its General Circulars dated The attendance of the Members attending the AGM through
April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, VC/OAVM will be counted for the purpose of reckoning the
December 14, 2021 and May 5, 2022 (collectively referred quorum under Section 103 of the Act.
to as ‘MCA Circulars‘) permitted the holding of the Annual
General Meeting (‘AGM‘) through Video Conferencing (‘VC’) 5. Institutional Investors, who are Members of the Company, are
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facility / Other Audio Visual Means (‘OAVM’), without the encouraged to attend and vote at the 83 AGM through VC/
physical presence of the Members at a common venue. In OAVM facility. Corporate/Institutional Members intending to
compliance with the applicable provisions of the Companies appoint their authorised representatives pursuant to Sections
Act, 2013 (‘the Act’), the Securities and Exchange Board of 112 and 113 of the Act, as the case maybe, to attend the AGM
India (Listing Obligations and Disclosure Requirements) through VC/OAVM or to vote through remote e-Voting are
Regulations, 2015 (‘SEBI Listing Regulations’) and the MCA requested to send a certified copy of the Board Resolution to
Circulars, the 83 AGM of the Company is being held through the Scrutiniser by email at tcl.scrutinizer@gmail.com with a
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VC/OAVM on Wednesday, July 6, 2022 at 3.00 p.m. (IST). copy marked to evoting@nsdl.co.in.
The deemed venue of the proceedings of the 83 AGM 6. In case of joint holders, the Member whose name appears as
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shall be the Registered Office of the Company at Bombay the first holder in the order of names as per the Register of
House, 24 Homi Mody Street, Fort, Mumbai - 400 001. Members of the Company will be entitled to vote during the

2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER AGM.
ENTITLED TO ATTEND AND VOTE AT THE AGM IS 7. The Register of Directors and Key Managerial Personnel and
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE their shareholding, maintained under Section 170 of the Act
ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A and the Register of Contracts or Arrangements in which the
MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING Directors are interested, maintained under Section 189 of
HELD PURSUANT TO THE MCA CIRCULARS THROUGH the Act and relevant documents referred to in the Notice
VC/OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS of this AGM and explanatory statement, will be available
BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY electronically for inspection by the Members during the AGM.
FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL Members who wish to inspect such documents can send
NOT BE AVAILABLE FOR THIS AGM AND HENCE THE their requests to the Company at investors@tatachemicals.
PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF com by mentioning their Name and Folio Number / DP ID
AGM ARE NOT ANNEXED TO THIS NOTICE. and Client ID.

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