Page 267 - Tata_Chemicals_yearly-reports-2017-18

Notice

NOTICE IS HEREBY GIVEN THAT THE SEVENTY NINTH ANNUAL Disclosure Requirements), Regulations, 2015 as amended, and
GENERAL MEETING OF TATA CHEMICALS LIMITED will be held on who is eligible for appointment as an Independent Director
Wednesday, 25 July, 2018 at 3.00 p.m. at Birla Matushri Sabhagar, of the Company, not liable to retire by rotation, for a term of
19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, 5 (five) consecutive years commencing from 1 April, 2018 to
to transact the following business:- 31 March, 2023 (both days inclusive), be and is hereby
approved.”
ORDINARY BUSINESS
6. Appointment of Mr. Zarir Langrana as a Director of the
1. To receive, consider and adopt the Audited Financial
Company
Statements of the Company for the financial year ended
31 March, 2018, together with the Reports of the Board of To consider and if thought fit, to pass the following resolution
Directors and Auditors thereon. as an Ordinary Resolution:

2. To receive, consider and adopt the Audited Consolidated “RESOLVED THAT Mr. Zarir Langrana (DIN: 06362438) who was
Financial Statements of the Company for the financial year appointed as an Additional Director of the Company with effect
ended 31 March, 2018, together with the Report of the Auditors from 1 April, 2018 by the Board of Directors and who holds office
thereon. upto the date of the forthcoming Annual General Meeting of
the Company in terms of Section 161(1) of the Companies Act,
3. To declare dividend on the Ordinary Shares for the financial
2013 (‘the Act’), but who is eligible for appointment and in
year ended 31 March, 2018.
respect of whom the Company has received a notice in writing
4. To appoint a Director in place of Mr. Bhaskar Bhat from a member under Section 160(1) of the Act proposing
(DIN: 00148778), who retires by rotation, and being eligible, his candidature for the office of a Director, be and is hereby
offers himself for re-appointment. appointed as a Director of the Company.”

SPECIAL BUSINESS 7. Appointment of Mr. Zarir Langrana as Executive Director of the
Company
5. Appointment of Ms. Padmini Khare Kaicker as a Director and as
an Independent Director of the Company To consider and if thought fit, to pass the following resolution
as an Ordinary Resolution:
To consider and if thought fit, to pass the following resolution
as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196,
197, 198 read with Schedule V and other applicable provisions
“RESOLVED THAT Ms. Padmini Khare Kaicker (DIN: 00296388)
of the Companies Act, 2013 (‘the Act’), the Companies
who was appointed as an Additional Director of the Company
(Appointment and Remuneration of Managerial Personnel)
with effect from 1 April, 2018 by the Board of Directors and
Rules, 2014 [including any statutory modification(s) or
who holds office upto the date of the forthcoming Annual
re-enactment(s) thereof] and such other approvals,
General Meeting of the Company in terms of Section 161(1)
permissions and sanctions as may be required, consent
of the Companies Act, 2013 (‘the Act’), but who is eligible
of the Company be and is hereby accorded to the
for appointment and in respect of whom the Company
appointment and terms of remuneration of Mr. Zarir Langrana
has received a notice in writing from a member under (DIN: 06362438) as an Executive Director of the Company
Section 160(1) of the Act proposing her candidature for the
for a period of 5 years commencing from 1 April, 2018 upto
office of a Director, be and is hereby appointed as a Director
31 March, 2023, upon the terms and conditions as set out in
of the Company.
the Explanatory Statement annexed to this Notice (including
RESOLVED FURTHER THAT pursuant to the provisions the remuneration to be paid in the event of loss or inadequacy
of Sections 149, 150, 152 read with Schedule IV and of profits in any financial year during the aforesaid period) with
other applicable provisions of the Act, the Companies liberty to the Board of Directors (hereinafter referred to as ‘the
(Appointment and Qualification of Directors) Rules, 2014 Board’ which term shall be deemed to include the Committee
[including any statutory modification(s) or re-enactment(s) of the Board) to alter and vary the terms and conditions of the
thereof] and SEBI (Listing Obligations and Disclosure said appointment and remuneration in such manner as may
Requirements) Regulations, 2015, as amended from time 4be agreed to between the Board and Mr. Langrana.
to time, the appointment of Ms. Padmini Khare Kaicker
RESOLVED FURTHER THAT the Board be and is hereby
(DIN: 00296388), who has submitted a declaration that
authorised to take all such steps as may be necessary, proper
she meets the criteria for independence as provided in
and expedient and to do any acts, deeds, matters and things to
Section 149(6) of the Act and Rules framed thereunder and
give effect to this resolution.”
Regulation 16(1)(b) of the SEBI (Listing Obligations and
Notice 265