AGM notice of Indian Potash

Document Summary

Notice is given for the 69th Annual General Meeting of INDIAN POTASH LIMITED to be held on Friday, August 23, 2024, at 12:30 PM via Video Conferencing/Other Audio Visual Means (VC/OAVMs).

Ordinary Business:

• Item No.1 - Adoption of Financial Statements: Approval is sought for the Audited Standalone Financial Statements and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, along with the reports of the Board of Directors and Auditors.
• Item No. 2 - Declaration of Dividend: Approval is sought to declare a final dividend of Rs. 7.50 per fully paid-up Equity Share (face value of Rs. 10) for the Financial Year 2023-24, payable to shareholders listed in the Register of Members as of August 2, 2024.
• Item No. 3 - Re-appointment of Shri Pankaj Kumar Bansal (DIN: 05197128): Shri Pankaj Kumar Bansal, who retires by rotation and is eligible, is proposed for re-appointment as a Director, in accordance with Section 152 of the Companies Act, 2013.
• Item No. 4 - Re-appointment of Shri Rakesh Kapur (DIN: 00007230): Shri Rakesh Kapur, who retires by rotation and is eligible, is proposed for re-appointment as a Director, in accordance with Section 152 of the Companies Act, 2013.
• Item No. 5 - Re-appointment of Shri Girish Dayalan (DIN: 08067453): Shri Girish Dayalan, who retires by rotation and is eligible, is proposed for re-appointment as a Director, in accordance with Section 152 of the Companies Act, 2013.

Special Business:

• Item No. 6 - Ratification / Approval of Remuneration of Independent Directors: The meeting will consider the ratification/approval for the payment of Rs. 5.00 Lakhs each to the Independent Directors as remuneration for FY 2022-23 regardless of the period of Directorship on the Board of the Company, as approved by the Nomination and Remuneration Committee (NRC). This is in accordance with Sections 149, 197, and 198 of the Companies Act, 2013, read with Article 93 of the Articles of Association of the Company. The Board of Directors took note of this in their meeting held on November 14, 2023.
• Item No. 7 - Ratification of Appointment of Cost Auditors for the Financial Year 2024-25 and Fixing Their Remuneration: The meeting will consider the ratification for the appointment of M/s. R. M. Bansal & Co., Cost Accountants, Lakhanpur, Kanpur, Uttar Pradesh (U.P.) as Cost Auditors for the Financial Year ending March 31, 2025, for the Fertilizer (SSP Unit - Muzaffarpur), Sugar and Sugar Products, with a remuneration of Rs. 25,000/- for each unit/factory, excluding taxes and expenses. This is in accordance with Section 148 of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014.

The Managing Director/Chief Financial Officer/Company Secretary are authorized to take necessary steps to implement these resolutions.

Note:

The AGM is being held through VC/OAVMs without the physical presence of the members, in compliance with the Ministry of Corporate Affairs (MCA) circulars. Consequently, the facility for proxy appointments is unavailable. Institutional/Corporate Members are requested to provide a scanned copy of their Board Resolution authorizing their representative to attend and vote. Members should notify any changes to their email address. Documents referred to in the Notice and Explanatory Statement are available for inspection at the Registered Office. The link for the Zoom meeting is https://us06web.zoom.us/j/83180456234?pwd=esHGb3UvhEiQy813tz3Dpsbg0BbRbx.1, with Meeting ID 831 8045 6234 and Passcode 440549. Shareholders are requested to log in 30 minutes prior to the meeting time, and attendance will be counted for quorum purposes. The office can be contacted at girish.kumar@potindia.com and selvam@potindia.com or by phone at 044-28297855 / 044 – 4211 8986 / 044 - 4211 8917. The Registered Office of Indian Potash Limited is located at Seethakathi Business Centre, 1st Floor, 684-690, Anna Salai, Chennai - 600 006. The CIN is U14219TN1955PLC000961. Dr. Girish Kumar, Company Secretary (FCS 6468), issued the notice on July 22, 2024, in Chennai, by order of the Board for Indian Potash Limited.

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, specifies that none of the Directors or Key Managerial Personnel, or their relatives, are concerned or interested in passing the resolutions at Item No. 6 or Item No. 7, beyond what is already stated. The Directors recommend the resolutions for ratification/approval. Relevant documents are available for inspection at the Registered Office of the Company on all working days from 2:30 p.m. to 4:30 p.m. up to the date of the Meeting.