Page 369 - Tata Chemical Annual Report_2022-2023

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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