Page 368 - Tata Chemical Annual Report_2022-2023
P. 368

NOTICE                                                                                                                      Corporate Affairs (‘MCA‘), the Annual General Meeting   1,000 Members on a first come first served basis as per the
                                                                                                                                       (‘AGM‘) is being held through Video Conferencing (‘VC’)
                                                                                                                                                                                          MCA Circulars.
                                                                                                                                       facility / Other Audio Visual Means (‘OAVM’) without the
                                                                                                                                       physical presence of the Members at a common venue.        The Members attending the AGM through VC/OAVM will be
                                                                                                                                       In compliance with the applicable provisions of the   counted for the purpose of reckoning the quorum under
                                                        TH
           NOTICE IS HEREBY GIVEN THAT THE EIGHTY-FOURTH (84 )   aforesaid period) as set out in the Explanatory Statement             Companies Act, 2013 (‘the Act’), the Securities and   Section 103 of the Act.
           ANNUAL  GENERAL  MEETING  OF THE  MEMBERS  OF TATA    annexed to this Notice with authority to the Board of                 Exchange Board of India (Listing Obligations and
           CHEMICALS LIMITED WILL BE HELD ON MONDAY, JUNE 26,    Directors (which shall be deemed to include a Committee               Disclosure Requirements) Regulations, 2015 (‘SEBI Listing   5.    In case of joint holders, the Member whose name appears
           2023 AT 3.00 P.M. (IST) THROUGH VIDEO CONFERENCING    of the Board) to alter and vary the terms and conditions of           Regulations’) and the MCA Circulars, the AGM of the   as the first holder in the order of names as per the Register
           FACILITY / OTHER AUDIO VISUAL MEANS TO TRANSACT THE   the said re-appointment and remuneration in such manner               Company is being held through VC/OAVM on Monday,   of Members of the Company will be entitled to vote during
           FOLLOWING BUSINESS:                                   as may be agreed to between the Board of Directors and                June 26, 2023  at  3.00  p.m.  (IST). The proceedings of   the AGM.
                                                                 Mr. R. Mukundan.                                                      the 84  AGM shall be deemed to be conducted at the
                                                                                                                                            th
           Ordinary Business                                                                                                           Registered Office of the Company at Bombay House, 24   6.    The Register of Directors and Key Managerial Personnel
                                                                 RESOLVED FURTHER THAT the Board of Directors of the                                                                      and their shareholding, maintained under Section 170 of
           1.    To receive, consider and adopt the Audited Standalone   Company  (including  its  Committee  thereof)  be  and  is    Homi Mody Street, Fort, Mumbai 400 001.
               Financial Statements of the Company for the financial year   hereby authorised to do all such acts, deeds, matters and                                                     the Act and the Register of Contracts or Arrangements
               ended March 31, 2023, together with the Reports of the   things as may be necessary, expedient and desirable for the   2.  PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER   in which the Directors are interested, maintained under
               Board of Directors and Auditors thereon.                                                                                ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED   Section 189 of the Act and relevant documents referred to
                                                                 purpose of giving effect to this resolution.”                         TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER   in the Notice of this AGM and explanatory statement, will
           2.    To receive, consider and adopt the Audited Consolidated                                                               BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE   be available electronically for inspection by the Members
               Financial Statements of the Company for the financial year   6.   Ratification of Remuneration of Cost Auditors         COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT     during the AGM. Members who wish to inspect such
               ended March 31, 2023, together with the Report of the       To consider and if thought fit, to pass the following       TO THE MCA CIRCULARS THROUGH VC/OAVM, PHYSICAL     documents can send their requests to the Company at
               Auditors thereon.                                                                                                                                                          investors@tatachemicals.com by mentioning their Name
                                                                 resolution as an Ordinary Resolution:                                 ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.
           3.    To declare dividend on the Ordinary Shares for the financial        “RESOLVED THAT pursuant to Section 148(3)  and  other    ACCORDINGLY,  THE FACILITY FOR APPOINTMENT OF   and Folio Number / DP ID and Client ID.
               year ended March 31, 2023.                                                                                              PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR
                                                                 applicable  provisions, if any, of the Companies Act, 2013            THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE   7.    In line with the MCA Circulars, the Notice of the AGM
           4.    To appoint a Director in place of Mr. N. Chandrasekaran   [including any statutory modification(s) or re-enactment(s)   SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO     along with the Integrated Annual Report 2022-23 is being
               (DIN: 00121863), who retires by rotation and being eligible,   thereof for the time being in force] read with the Companies   THIS NOTICE.                                 sent by electronic mode to those Members whose email
               offers himself for re-appointment.                (Audit and Auditors) Rules, 2014, as amended from time                                                                   addresses are registered with the Company/Depository
                                                                 to time, the Company hereby ratifies the remuneration of          3.    The Explanatory Statement pursuant to Section 102 of   Participants (‘DP’), unless any Member has requested
           Special Business                                      ` 8,50,000 plus applicable taxes and out-of-pocket expenses           the Act setting out material facts concerning the business   for a physical copy of the same.  The Company shall
           5.  Reappointment of Mr. R. Mukundan (DIN: 00778253) as   incurred in connection with the  cost audit payable to            under Item Nos. 5 and 6 of the Notice is annexed hereto.    send a physical copy of the Integrated Annual Report
               Managing Director & CEO of the Company            D. C. Dave & Co., Cost Accountants (Firm Registration No.             The Board of Directors have considered and decided to   2022-23  to  those Members  who request the same at
                                                                 000611), who are appointed by the Board of Directors                                                                     investors@tatachemicals.com mentioning their Folio No./
                To consider and if thought fit, to pass the following   of the Company on the recommendation(s) of the Audit           include Item Nos. 5 and 6 as given above, as Special Business                            th
               resolution as an Ordinary Resolution:                                                                                   in the forthcoming AGM as they are unavoidable in nature.  DP ID and Client ID. The Notice convening the 84  AGM
                                                                 Committee, as Cost Auditors of the Company to conduct                                                                    has been uploaded on the website of the Company at
                 “RESOLVED THAT pursuant to the provisions of Sections   audit of the cost records maintained by the Company as         The relevant details with respect to Item Nos. 4 and 5 of   www.tatachemicals.com under ‘Investors’ section and can
               196, 197, 203, and other applicable provisions, if any,   prescribed under the Companies (Cost Records and Audit)       the Notice pursuant to Regulation 36(3) of the SEBI Listing   also be accessed on the websites of the Stock Exchanges i.e.
               read along with Schedule V to the Companies Act, 2013   Rules, 2014, as amended from time to time, for the financial    Regulations, and Secretarial Standard - 2 on General   BSE Limited and the National Stock Exchange of India Limited
               (‘the Act’) [including  any  statutory  modification(s) or   year ending March 31, 2024.                                Meetings issued by the Institute of Company Secretaries   at www.bseindia.com and www.nseindia.com respectively,
               re-enactment(s) thereof for the time being in force] and                                                                of  India  (‘ICSI’)  in  respect  of  the  Directors  seeking    and on the website of NSDL at www.evoting.nsdl.com.
               the Companies (Appointment and Remuneration of    RESOLVED FURTHER THAT the Board of Directors of the                   re-appointment at this AGM are also annexed. Requisite
               Managerial Personnel) Rules, 2014, as amended from time   Company (including its Committee thereof), be and is          declarations have been received from the Directors seeking   8.   Process for registering email address:
               to time, consent of the Company be and is hereby accorded   hereby authorised to do all acts, deeds, matters and take   re-appointment.
               for the re-appointment and terms of remuneration of   all such steps as may be necessary, expedient and desirable                                                            Registration of email addresses with TSR Consultants
               Mr. R. Mukundan (DIN: 00778253) as the Managing Director   for the purpose of giving effect to this resolution.”    4.    The Members can join the AGM in the  VC/OAVM     Private Limited (formerly known as  TSR Darashaw
               & CEO of the Company for a period of 5 years commencing                                                                 30 minutes before and upto 15 minutes after the scheduled   Consultants Private Limited), Registrar and  Transfer
               from November 26, 2023 upto November 25, 2028, liable   Notes:                                                          time of the commencement of the Meeting by following the   Agent (‘Registrar’ or ‘RTA’ or 'TSR') to receive this Notice:
               to retire by rotation, upon the terms and conditions as   1.    In terms of General Circular Nos. 14/2020 dated April 8,   procedure mentioned in this Notice. The Members will be   The Company has made special arrangements with TSR for
               recommended by the Nomination and Remuneration    2020, 17/2020 dated April 13, 2020, 20/2020 dated May                 able to view the live webcast by logging in to the National   registration of email addresses of those Members (holding
               Committee and approved by the Board of Directors   5, 2020 and subsequent circulars issued in this regard, the          Securities Depository Limited’s (‘NSDL’) e-Voting website at   shares either in electronic or physical form) who wish
               (including the remuneration to be paid in the event of loss   latest being 10/2022 dated December 28, 2022 (collectively   www.evoting.nsdl.com. The facility of participation at the   to receive this Notice along with credentials for remote
               or inadequacy of profits in any financial year during the   referred to as 'MCA Circulars') issued by the Ministry of   AGM through VC/OAVM will be made available to at least   e-Voting. Eligible Members whose email addresses are not



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