Atul Ltd

Atul 396 020, Gujarat, India [email protected] I www.atul.co.in (+91 2632) 230000

July 07, 2022

The Manager Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Through: BSE Listing portal SCRIP CODE: 500027

The Manager Listing Department National Stock Exchange of India Limited "Exchange Plaza" C - 1, Block G Bandra Kurla Complex, Bandra (East) Mumbai - 400 051 Through: Digital Exchange portal SYMBOL: ATUL

Dear Sirs,

Sub: Notice of the 45th Annual General Meeting of the Company

We are pleased to submit Notice of the 45th Annual General Meeting (AGM) of the Company for the record of the stock exchanges.

Kindly acknowledge the receipt of the above.

Thank you,

Yours faithfully,

For Atul Ltd

Lalit t i· Company Secretary and Chief Compliance Officer

Encl: as above

Notice

NOTICE is hereby given that the 45th Annual General Meeting of the members of Atul Ltd will be held on Friday, July 29, 2022, at 10:30 am through video conferencing | other audiovisual means to transact the following businesses:

Ordinary business

• 1. To receive, consider and adopt:
• i) the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, and the Reports of the Directors and the Auditors thereon and
• ii) the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022, and the Report of the Auditors thereon.
• 1. To declare dividend on equity shares.
• 1. To appoint a Director in place of Mr T R Gopi Kannan (Director identification number: 00048645) who retires by rotation and being eligible, offers himself for reappointment.
• 1. To consider and, if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and 140 of the Companies Act, 2013 and pursuanttotheCompanies(AuditandAuditors)Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), Deloitte Haskins & Sells LLP, Chartered Accountants, firm registration number 117366W | W-100018 be and they are hereby reappointed as the Statutory Auditors of the Company for a second term of five years to hold the office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 50th AGM at a remuneration to be decided by the Board or its Committee."

Special business

1. To consider and, if thought fit, to pass with or without modifications, the following resolution as a special resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), approval be and is hereby accorded to the reappointment of Mr B N Mohanan (Director

identification number: 00198716) as a Wholetime Director of the Company, and his receiving of remuneration, including minimum remuneration from January 01, 2023 to May 25, 2025, as per the draft agreement submitted to this meeting and for identification initialed by the Chairman.

RESOLVED FURTHER THAT the Board of Directors (Board) be and is hereby authorised to alter and vary any or all of the terms and conditions and the draft of agreement as approved vide this resolution as may be deemed fit from time to time, which may have the effect of increasing the remuneration and for considering modifications, if any, by the Central Government in regard to the policy | guidelines pertaining to managerial remuneration and for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem expedient, necessary, proper or in the best interest of the Company."

1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a special resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 read with Schedule IV of the Companies Act, 2013 and any other applicable provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), Mr P J Banerjee (Director identification number: 02985965), in respect of whom the Company has received a Notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years from May 01, 2022 to April 30, 2027."

1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution:

"RESOLVED THAT pursuant to Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of `3.10lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2023, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to R Nanabhoy & Co, Cost Accountants, firm registration number: 000010 for conducting cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers be and is hereby ratified and confirmed."

Notes

• 1. The 45th Annual General Meeting (AGM) is being held through video conferencing | other audiovisual means (VC) in accordance with the procedure prescribed in circular number 20 | 2020 dated May 05, 2020, read with circular number 2 | 2022 dated May 05, 2022, issued by the Ministry of Corporate Affairs and circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, read with circular number SEBI/HO/ DDHS/P/CIR/2022/0063 dated May 13, 2022, issued by the Securities and Exchange Board of India (the e-AGM circulars). The members can attend the AGM through VC by following instructions given in Note number 19.4 of the Notice. For the purpose of recording the proceedings, the AGM will be deemed to be held at the registered office of the Company at Atul House, G I Patel Marg, Ahmedabad 380 014, Gujarat, India. Keeping in view the guidelines to fight the COVID-19 pandemic, the members are requested to attend the AGM from their respective locations by VC and not to visit the registered office to attend the AGM.
• 1. Since the Annual General Meeting (AGM) is being held pursuant to the e-AGM circulars through video conferencing | other audiovisual means, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence, the Proxy Form, Attendance Slip and route map of the AGM venue are not annexed to this Notice. However, a member may appoint a representative as per applicable provisions of the Companies Act, 2013 to attend and | or vote.
• 1. Copies of the Balance Sheet, the Statement of Profit and Loss, the Directors' Report, the Auditor's Report and every other document required by law to be annexed or attached to the Balance Sheet for the financial year ended March 31, 2022, are annexed | attached.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from July 16, 2022, to July 22, 2022 (both days inclusive).
• 1. The dividend, if approved, will be paid to those members whose names stand on the Register of members on July 15, 2022.

The members holding shares in the electronic form may please note that:

i) Instructions regarding bank details that they wish to incorporate in future dividend warrants must be submitted to their Depository Participants (DPs). As per the regulation of National Securities Depository Ltd and Central Depository Services (India) Ltd, the Company is obliged to print bank details as furnished by these depositories, on the dividend warrants.

• ii) Instructions already given by the members for shares held in the physical form will not be automatically applicable to the dividend paid on shares held in the electronic form. Fresh instructions regarding bank details must be given to the DPs.
• iii) Instructions regarding change in address, nomination and power of attorney must be given directly to the DPs.
• 1. The members may note that the Income Tax Act, 1961, as amended mandates that dividends paid or distributed by a company, will be taxable in the hands of the members. The Company will therefore be required to deduct Tax at Source (TDS) at the time of making the final dividend. In order to enable the Company to determine the appropriate TDS rate as applicable, the members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961.
• i) For resident members, TDS will be deducted under Section 194 of the Income Tax Act, 1961 at 10% on the amount of dividend declared and paid by the Company during the financial year 2022-23, provided PAN is registered by the members. If PAN is not registered, TDS will be deducted at 20% rate as per Section 206AA of the Income Tax Act, 1961.

However, no tax will be deducted on the dividend payable to resident individuals if the total dividend to be received by them during the financial year 2021-22 does not exceed ` 5,000. Please note that this includes the future dividends, if any, which may be declared by the Board in the financial year 2022-23.

Separately, in cases where the shareholder provides Form 15G (applicable to any person other than a company or a firm) | Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met, no TDS will be deducted.

ii) For non-resident members, taxes are required to be withheld in accordance with the provisions of Section 195 of the Income Tax Act, 1961 at the rates in force. As per the relevant provisions of the Income Tax Act, 1961, the withholding tax will be at 20% rate (plus applicable surcharge and cess) on the amount of dividend payable to them. However, as per Section 90 of the Income Tax Act, 1961, the non-resident members have the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the members, if they are more beneficial to them. For this purpose, that is, to avail the tax treaty benefits, the non-resident members will have to provide the following:

• a) Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the members are a resident.
• b) Self-declaration in Form 10F if all the details required in this form are not mentioned in the TRC.
• c) Self-attested copy of the PAN card allotted by the Indian income tax authorities.
• d) Self-declaration, certifying the following points:
• • The members are and will continue to remain tax residents of the countries of their residence during the financial year 2022-23
• • The members are eligible to claim the beneficial DTAA rate for the purposes of tax withholding on the dividend declared by the Company
• • The members have no reason to believe that their claim for the benefits of the DTAA are impaired in any manner
• • Themembersare theultimatebeneficial owners of their shareholding in the Company and dividend receivable from the Company

• • The members do not have taxable presence or permanent establishments in India during the financial year 2022-23

• 1. Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction | withholding on dividend amounts. Application of the beneficial DTAA rate will depend upon the completeness and satisfactory review of the documents submitted by the non-resident members, by the Company.
• 1. Accordingly, in order to enable the Company to determine the appropriate TDS | withholding tax rate applicable, the Company vide its e-mail dated, June 17, 2022, requested the members to provide the above mentioned details and documents by Friday, July 15, 2022.
• 1. Kindly note that the aforementioned documents were required to be submitted at [email protected] on or before Friday, July 15, 2022, in order to enable the Company to determine and deduct an appropriate TDS | withholding tax rate. It may be further noted that in case the tax on said dividend is deducted at a higherrate inabsence ofreceipt oftheaforementioned details | documents from the members, there will still be an option available with the members to file the return of income and claim an appropriate refund, if eligible.
• 1. The Company will arrange to e-mail the soft copies of TDS certificates to the members at their registered e-mail addresses in due course, post payment of the dividend.
• 1. Unpaid dividend payable to the members in respect of the 27th dividend onwards, that is, from the financial year ended March 31, 2015, will be transferred to the Investor Education and Protection Fund (IEPF). Information in respect of such unclaimed dividends as to when they are due for transfer to the said fund is given below:

No claim will lie from the members once the transfers are made to the said funds. The members who have not encashed their dividend warrants are requested to encash the same before the said transfer, in their own interest.

1. Pursuant to the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), the Company has transferred the equity shares in respect of which dividend has not been claimed | encashed for seven or more consecutive years to the Investor Education and Protection Fund of the Central Government during the financial year 2021-22. The Company regularly sends letters to the members whose dividend has not been claimed | encashed for seven or more consecutive years. The details of such members are posted on the

website of the Company at www.atul.co.in/investors/ dividends Please note that the shares transferred to the IEPF can be claimed from the IEPF Authority as per the procedure prescribed under the Rules.

• 1. An electronic copy of the annual report for 2021-22, including the Notice which includes the process and manner of attending the Annual General Meeting through video conferencing | other audiovisual means, and e-voting is being sent to all the members whose e-mail addresses are registered with the Company | Depository Participants.
• 1. Printed copies of the annual report (including the Notice) are not being sent to the members in view of the e-AGM circulars.
• 1. The members who have not registered their e-mail addresses are requested to register them with the Company to receive e-communication from the Company. For registering an e-mail address, the members are requested to follow these steps:
• i) The members holding shares in the physical mode are requested to provide their names, folio numbers, mobile numbers, e-mail addresses, scanned copies of share certificate(s) (both sides), self-attested PAN and Aadhar cards through e-mail on [email protected]

• ii) The members holding shares in the demateralised mode are requested to provide their names, depository participant and client IDs, mobile numbers, e-mail addresses, scanned copies of self-attested client master or consolidated account statements through e-mail on [email protected]

• 1. The members may note that the Notice of the Annual General Meeting and the annual report for 2021-22 will also be available on the website of the Company, www.atul.co.in, which can be downloaded. The electronic copies of the documents that are referred to in this Notice but not attached to it will be made available for inspection. For inspection, the members are requested to send a request through e-mail on [email protected] with their depository participant and client IDs or folio numbers.
• 1. Electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding, maintained under the Companies Act, 2013, will be available for inspection by the members on request by sending an e-mail on [email protected]
• 1. The members desiring any information relating to the accounts or having any questions, are requested to write to the Company on [email protected] at least seven days before the date of the Annual General Meeting (AGM) so as to enable the Management to keep the responses ready and expeditiously provide them at the AGM, as required.
• 1. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and the e-AGM circulars, the Company is pleased to provide the members with the facility to attend the Annual General Meeting (AGM) through video conferencing | other audiovisual means (VC) and exercise their right to vote at the AGM by electronic means. The business will be transacted through remote e-voting prior to and during the AGM.
• 19.1. The instructions for remote e-voting for the individual members holding shares in the dematerialised (demat ) form are given below:

98 Atul Ltd | Annual Report 2021-22 99

• 19.2. The instructions for remote e-voting by the members other than those referred in Note number 19.1 are as under:
• 19.2.1. Log on to the e-voting website: www.evotingindia.com
• 19.2.2. Click on the 'Shareholders' tab.
• 19.2.3. Enter user ID as determined in the following table:

• 19.2.4. Enter image verification details as displayed on the screen and click on 'Login'.
• 19.2.5. The members who are already registered with CDSL and have exercised e-voting through www.evotingindia.com earlier may follow the steps given below:
• i) Use the existing password.
• ii) Click on the electronic voting serial number 220608006 of Atul Ltd to vote.
• iii) The 'Resolution description' message will appear on the e-voting page with 'Yes | No' options for e-voting. Select the option 'Yes' or 'No' as desired. The option 'Yes' implies assent and option 'No' implies dissent to the resolution.
• iv) Click on the 'Resolutions file link' to view the details.
• v) After selecting the resolution, click on the 'Submit' tab. A confirmation box will be displayed. To confirm vote, click on 'Ok'; else click on 'Cancel'.
• vi) After voting on a resolution, the members will not be allowed to modify their votes.
• vii) A print of the e-voting done may be taken by clicking on the 'Click here to print' tab on the e-voting page.
• viii) In case the members holding shares in the demat form forget their password, they can enter the User ID and the image verification details and click on 'Forgot password' to generate a new one.
• 19.2.6. The members (holding shares in the demat | physical form) who are not already registered with CDSL and are using the e-voting facility for the first time may follow the steps given below:
• i) Register as under:
• a) The members who have already submitted their Permanent Account Number (PAN) to the Company | DP may enter their 10-digit alpha-numeric PAN issued by the Income Tax department. Others are requested to use the sequence number in the PAN field. The sequence number is mentioned in the e-communication.
• b) Enter date of birth (DoB) as recorded in the demat account or in the records of the Company for the said demat account or folio in the dd | mm | yyyy format or

Enter the dividend bank details (DBD) as recorded in the demat account or in the records of the Company for the said demat account or folio

Or If the DoB or DBD details are not recorded with the DP or the Company, enter the member ID | folio number in the DBD field as under:

• ii) After entering these details appropriately, click on 'Submit'.
• iii) The members holding shares in the physical form will reach the Company selection screen. However, the members holding shares in the demat form will reach the 'Password creation' menu and will have to enter the login password in the 'new password' field. It is strongly recommended not to share the password with any other person and take utmost care to keep it confidential.

• iv) The members holding shares in the physical form can use login details only for e-voting on the resolutions contained in this Notice.
• v) Click on the electronic voting serial number 220608006 of Atul Ltd to vote.
• vi) The 'Resolution description' message will appear on the voting page with 'Yes | No' options for voting. Select the option 'Yes' or 'No' as desired. The option 'Yes' implies assent and option 'No' implies dissent to the resolution.
• vii) Click on the 'Resolutions file link' to view the details.
• viii) After selecting the resolution, click on the 'Submit' tab. A confirmation box will be displayed. To confirm vote, click on 'Ok'; else click on 'Cancel'.
• ix) After voting on a resolution, the members will not be allowed to modify their votes.
• x) A print of the e-voting done may be taken by clicking on the 'Click here to print' tab on the e-voting page.
• xi) In case the members holding shares in the demat form forget their passwords, they can enter the user ID and the image verification details and click on 'Forgot password' to generate a new one.

19.2.7. Note for the non-individual members and the Custodians:

• i) The non-individual members (that is, other than individuals, Hindu Undivided Family, non-resident individual) and custodians are required to log on to www.evotingindia.com and register themselves as Corporates.
• ii) A scanned copy of the registration form bearing the stamp and sign of the entity will be e-mailed by the members to [email protected]
• iii) After receiving the login details, a Compliance user will be created using the admin login and password. The Compliance user will be able to link the account(s) for which they wish to vote on.
• iv) The list of accounts will be e-mailed to [email protected] and on approval of the accounts, votes can be cast.
• v) A scanned copy of the Board Resolution and Power of Attorney issued in favour of the Custodian, if any, will have to be uploaded in the portable document format in the system for verification by the Scrutiniser.
• 19.2.8. The members can also use mobile application 'm-Voting' of CDSL for e-voting using their e-voting credentials.
• 19.2.9. The remote e-voting period commences on July 26, 2022 (at 9:00 am) and ends on July 28, 2022 (at 5:00 pm). During this period, the members holding shares either in the physical form or in the demat form, as on the cut-off date of July 22, 2022, may cast their votes electronically. The remote e-voting module will be disabled by CDSL for voting after the said period. Once the votes on a resolution are cast members who have not cast their votes through remote e-voting may cast their votes during the AGM by attending the AGM through VC by following the aforesaid process.
• 19.2.10. The voting rights of the members will be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of July 22, 2022.
• 19.3. The instructions for e-voting during the AGM are as under:
• 19.3.1. The facility for voting through ballot | polling paper will not be available. The members attending the AGM through VC and who have not cast their votes through remote e-voting will be able to exercise their voting rights during the AGM through the e-voting facility. The members who have already cast their votes through remote e-voting may attend the AGM, but will not be able to cast their votes again.
• 19.3.2. The procedure for e-voting during the AGM is same as per the instructions mentioned in Note numbers 19.1 and 19.2, as the case may be, for remote e-voting.
• i) Only those members who will be present at the AGM through VC and have not cast their votes on the resolutions through remote e-voting and are otherwise not barred from doing so, will be eligible to vote through e-voting system available in the AGM.
• ii) If any votes are cast by the members through e-voting available during the AGM without participating in the AGM through VC, then the votes cast by such members will be considered invalid as the facility of e-voting during the AGM is available only to the members participating in the AGM.

• 19.4. The Company has availed services of Cisco WebEx to provide the VC facility to the members to attend the AGM in collaboration with CDSL. More than 1,000 members, excluding promoters, large shareholders (holding 2% or more shares in the Company), Directors, Key Managerial Personnel, Auditors and the Chairmen of Committees of the Board, can participate in the AGM through VC on a first-come, first-served basis.

• 19.4.1. The instructions for attending the AGM through VC are as under:

• iii) The individual members holding shares in the demat form can log in at any time starting from 10:15 am on July 29, 2022, as per Note number 19.1.
• iv) Other members can log in to www.evotingindia.com during any time starting from 10:15 am on July 29, 2022, and follow the steps mentioned below:
• a) Click on the 'Shareholders | Members' tab.
• b) The 'Shareholders | Members' message will appear, enter user ID | verification code and click on the 'Log in' tab. If the members are not having remote e-voting login credentials, then they may create the same by following the instructions given in Note number 19.2.6.
• c) When 'Character validation was successful. Kindly enter other login details to proceed' appears, enter password in the 'Password' tab and click on the 'Submit' tab.
• v) When 'Member Voting Screen' appears, click on the 'Click Here' tab on the Live Streaming column.
• vi) When the message 'This is external link, are you sure you want to continue' appears, click on the 'OK' tab to proceed.
• vii) When 'Event information' appears, enter first name and last name and click on the 'Join Now' tab.
• viii) When 'Meeting room joining confirmation' appears, click on the 'Join Event' tab.
• 19.4.2. The members are encouraged to join the meeting through laptops for better experience. The members will be required to ensure high-definition web cameras and high-speed internet connectivity to avoid any disturbance during the AGM.
• 19.4.3. The participants connecting through mobile devices | tablets | laptops using mobile hotspots may experience audio | video loss due to fluctuations in their respective networks. It is therefore recommended to use a stable Wi-Fi | LAN connection to mitigate such possible glitches.
• 19.4.4. The members who wish to express their views | ask questions during the AGM are requested to register themselves as speakers by providing their names, demat account numbers | folio numbers, e-mail addresses, mobile | telephone numbers along with questions, if any, to the Company on [email protected] Such requests need to reach the Company at least seven days before the date of the AGM.
• 19.4.5. Those members who have registered themselves as speakers may only be allowed to express their views | ask questions during the AGM.
• 19.5. In case of queries or issues regarding e-voting or attending the AGM through VC, the members may refer to the 'frequently asked questions' and e-voting manual available at www.evotingindia.com under the 'help' section. The members may also contact Mr Rakesh Dalvi, Manager, Central Depository Services (India) Ltd, 25th Floor, A Wing, Marathon Futurex, Mafatlal Mills Compound, N M Joshi Marg, Lower Parel (E), Mumbai 400 013, Maharashtra, India, e-mail address: [email protected], telephone: (+91 22) 23058542 | 43 or Ms Sarita Mote, National Securities Depository Ltd, 4th Floor, Trade World A wing, Kamala Mills Compound, Lower Parel, Mumbai 400 013, Maharashtra, India, e-mail address: [email protected], telephone: 1800 1020 990 or Mr Nilesh Dalwadi, Team Member, Link Intime India Pvt Ltd, 506-508, Amarnath Business Centre - 1, Umashankar Joshi Marg, Off C G Road, Ahmedabad 380 006, Gujarat, India, e-mail address: [email protected], telephone: (+91 79) 26465179 | 86 | 87 or Mr Tejas Panchal, Manager, Atul Ltd, Atul House, G I Patel Marg, Ahmedabad 380 014, Gujarat, India, e-mail address: [email protected], telephone: (+91 79) 26461294 | 26463706 or Mr Ankit Patadiya, Joint Manager, Atul Ltd, e-mail address: [email protected], telephone: (+91 2632) 230400.
• 19.6. SPANJ & Associates, Company Secretaries has been appointed as the Scrutiniser to scrutinise the remote e-voting and the voting process at the AGM in a fair and transparent manner.
• 19.7. The Scrutiniser will within a period not exceeding three working days from the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutiniser's Report of the votes cast in favour or against, if any, and forward it to the Chairman of the Company.
• 19.8. The results will be declared at or after the AGM. The results declared along with the Scrutiniser's Report will be placed on www.atul.co.in, the website of the Company and on www.evotingindia.com the website of CDSL within two days of passing of the resolutions at the AGM and also will be communicated to the BSE Ltd and the National Stock Exchange of India Ltd.

1. At the ensuing Annual General Meeting, Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment. The information or details required as per Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to him are as under:

• 1. At the ensuing Annual General Meeting:
• i) Mr B N Mohanan is proposed to be reappointed as a Whole-time Director effective January 01, 2023
• ii) Mr P J Banerjee is proposed to be appointed as an Independent Director effective May 01, 2022

The information or details required as per Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to them are given in the explanatory statement.

Registered office: Atul House G I Patel Marg Ahmedabad 380 014, Gujarat India Corporate identity number: L99999GJ1975PLC002859 April 26, 2022

By order of the Board of Directors

(L P Patni)

Company Secretary and Chief Compliance Officer

Financial Statements 110 - 263

Explanatory statement

The following explanatory statement, as required by Section 102 of the Companies Act, 2013 and Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, sets out material facts, including the nature and concern or interest of the Directors in relation to the item numbers 4, 5 and 6 mentioned in the accompanying Notice:

Item number 4

Deloitte Haskins & Sells LLP, Chartered Accountants (DHS) were appointed as the Statutory Auditors of the Company at the 40th Annual General Meeting (AGM) held on July 28, 2017, until the conclusion of the 45th AGM. The first term of five years of DHS is expiring at the ensuing AGM. Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company can reappoint DHS for a second term of five years. Accordingly, based on the recommendation of the Audit Committee, the Board at its meeting held on April 26, 2022, recommended the reappointment of DHS, as the Statutory Auditors of the Company for a second term of five years. DHS will hold the office for a further period of five consecutive years from the conclusion of the 45th AGM of the Company till the conclusion of the 50th AGM to be held in the year 2027. DHS have given their consent to act as the Auditors and confirmed their eligibility for appointment and eligibility certificate to the effect that, their reappointment, if made, would be in compliance with the applicable laws.

The proposed remuneration to be paid to DHS for the first year of second term is ` 39.87 lakhs, excluding taxes and out-of-pocket expenses. The remuneration to be paid to DHS during for remaining four years of the second term will be mutually agreed between the Board of Directors and the Statutory Auditors, from time to time.

DHS is registered with the Institute of Chartered Accountants of India, firm registration number: 117366W | W-100018. The firm has 156 partners and around 4,000 professionals and staff. It has offices in Ahmedabad, Bangalore, Chennai, Coimbatore, Delhi, Goa, Hyderabad, Jamshedpur, Kochi, Kolkata, Mumbai, and Pune. The size, quality of audit services and volume of operations of DHS is commensurate with the size and audit requirements of the Company.

Memorandum of interest

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution.

Item number 5

The members in the AGM held on July 31, 2019, had appointed Mr B N Mohanan as a Whole-time Director of the Company for a period of three years, effective January 01, 2020. The current term of his office is due to expire on December 31, 2022. It is now proposed to reappoint him as a Whole-time Director of the Company from January 01, 2023 to May 25, 2025. On the recommendation of the Nomination and Remuneration Committee, the Board approved the proposal for his reappointment as a Whole-time Director. His brief résumé is given below:

The terms and conditions of the reappointment of Mr Mohanan are set out in the draft agreement, which are placed before the AGM.

The material terms of the draft agreement are as under:

I. Responsibilities:

Mr Mohanan will have responsibilities of overall supervision of Utilities and Services Unit. He will also discharge the responsibility of the Occupier. In addition, he will also be responsible for any other duties as may be assigned to him by the Chairman and Managing Director or the Board.

II. Remuneration:

During tenure, he will be paid remuneration as below:

• 1) Basic salary of 3,98,942/- per month. The basic salary may be increased from time to time by the Nomination and Remuneration Committee at its absolute discretion within his contractual period from January 01, 2023 to May 25, 2025; however, the maximum basic salary payable will not exceed 5,92,000/- per month.
• 2) Allowances | Benefits of 4,38,187/- per month which may be revised from time to time up to 5,99,000/ per month.
• 3) Variable pay as per policy of the Company.
• 4) Perquisites
• a) Housing: the Company will provide residential accommodation with water and electricity or pay house rent allowance as per its policy.
• b) Furnishing: the Company will provide furniture and fixtures as per its policy.
• c) Medical reimbursement: the Company will reimburse medical expenses incurred as per its policy.
• d) Leave travel assistance: the Company will provide leave travel assistance for self and family once in a year as per its policy.
• e) Personal accident insurance | Medical insurance: the Company will provide personal accident insurance and medical insurance as per its policy.
• f) Car: the Company will provide a car at its entire cost as per its policy.
• g) Car driver wages | fuel | maintenance:theCompany willreimburse for car driver wages, fuel and maintenance as per its policy.
• h) Communicationdevices:theCompanywillprovidealandlinetelephoneatresidenceandother communication devices as per its policy.
• 5) Retirals
• a) The Company will contribute towards provident fund and superannuation fund provided that such contributions either singly or put together do not exceed the limit prescribed under Section 36(I)(iv) of Income Tax Act, 1961 read with Rule 87 of Income Tax Rules, 1962.
• b) The Company will pay gratuity as per its policy. The period worked under this contract will be in continuum of the service already considered under the policy.
• c) The Company will grant full pay and allowances leaves, not exceeding one month for every 11 months of service. Unavailed accumulated leaves lying unencashed may also be carried forward to the next tenure, if any.
• III. Mr Mohanan will not be entitled to sitting fees for attending meetings of the Board and | or Committees thereof. He will, however, be reimbursed for the actual travelling, lodging, boarding and out-of-pocket expenses incurred by him for attending meetings of the Board or Committees thereof.
• IV. The above remuneration and any alteration thereof from time to time is subject to the overall limit of 5% of the annual net profit of the Company and subject further to the overall limit of 10% of the annual net profit of the Company as computed underthe applicable provisions of the Companies Act, 2013. Provided, however, that in the event of absence orinadequacy of profit, Mr Mohanan will be paid minimum remuneration subject to Schedule V of the Companies Act, 2013.
• V. Mr Mohanan will be entitled to reimbursement of expenses incurred by him in connection with the business oftheCompany.
• VI. The Directors are at liberty to appoint more than one Whole-time Director.
• VII. A notice period of six months or payment in lieu thereof will be applicable from either side.

Corporate Overview 01 - 23

The Board considers that his association will be of immense benefit to the Company. Accordingly, the Board recommends the resolution in item number 5 in the Notice in relation to reappointment of Mr Mohanan as a Whole-time Director from January 01, 2023 to May 25, 2025, for the approval by the members as a special resolution.

Memorandum of interest

The nature of the concern or interest of Mr Mohanan, Whole-time Director, is that the above resolution pertains to his agreement with the Company and he will be receiving the remuneration as stated therein, if approved. None of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution.

Item number 6

The Board of Directors (Board), on the recommendation of the Nomination and Remuneration Committee, appointed Mr P J Banerjee as an Additional Director effective May 01, 2022. Subject to the approval of the members, the Board also appointed Mr Banerjee, as an Independent Director for a term of five consecutive years from May 01, 2022 to April 30, 2027. His brief résumé is as under:

Mr Banerjee, being eligible in terms of Section 149 and other applicable provisions of the Companies Act, 2013, offers himself for appointment. It is proposed to appoint him as an Independent Director for five consecutive years from May 01, 2022 to April 30, 2027. A Notice has been received from a member proposing Mr Banerjee as a candidate for the office of Director of the Company.

In the opinion of the Board, Mr Banerjee:

• i) possesses rich experience and expertise relevant to the Company
• ii) fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder
• iii) is independent of the Management

Given the above, the Board is of the view that his association will be beneficial to the Company.

A copy of the draft letter for appointment of Mr Banerjee as an Independent Director setting out the terms and conditions will be available for inspection without any fee by the members at the registered office of the Company during normal business hours on any working day.

Mr Banerjee does not hold by himself ortogether with his relatives two percent or more of the total voting power of the Company.

Accordingly, the Board recommends the resolution in item number 6 in relation to appointment of Mr Banerjee as an Independent Director for a term of five consecutive years for the approval of the members as a special resolution.

Memorandum of interest

Except Mr Banerjee, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item number 6.

Item number 7

In pursuance of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Cost Auditors and their remuneration as recommended by the Audit Committee requires approval by the Board of Directors (Board). The remuneration also requires ratification by the members.

On the recommendation of the Audit Committee, the Board considered and approved appointment of the Cost Auditors, R Nanabhoy & Co, Cost Accountants, for conducting cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers at a remuneration of ` 3.10 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2023.

The Board seeks ratification of the aforesaid remuneration by the members and accordingly requests their approval of the ordinary resolution.

Memorandum of interest

Ahmedabad 380 014, Gujarat

Corporate identity number: L99999GJ1975PLC002859

Registered office: Atul House G I Patel Marg

April 26, 2022

India

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution.

By order of the Board of Directors

(L P Patni) Company Secretary and Chief Compliance Officer