Dolat Algotech Ltd

NOTICE is hereby given that the Thirty Second Annual General Meeting of DOLAT INVESTMENTS LIMITED will be held on Wednesday, the 18th September, 2013 at 11:00 A.M. at the Registered Office of the Company at 203, City Center, 186, Purswakkam High Road, Keleeys, Chennai 600010 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 and Profit and Loss Account for the year ended as on that date and Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Shri Sunil P Shah, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company and to authorise the Audit Committee to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311 and Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject to all the applicable statutory approvals, approval of the Company be and is hereby accorded to the Appointment of Mr. Rajendra D. Shah, as Managing Director of the Company commencing from June 1, 2013 on such terms and conditions including remuneration, benefits and perquisites as set out in the explanatory statement annexed hereto which shall be deemed to form part hereof.

"RESOLVED FURTHER THAT the tenure of the office of the Managing Director shall be for a period of five years commencing from June 1, 2013 and ending on 31st May, 2018."

"RESOLVED FURTHER THAT subject to the applicable legal provisions and statutory approvals, where in any financial year during the tenure of office of Managing Director, the Company has no profits or if the profits are inadequate, the company shall pay remuneration, benefits and perquisites to the Managing Director as specified in the explanatory statement hereto as minimum remuneration."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter and vary the terms and the remuneration including benefits and perquisites within the maximum limit in that behalf laid down in Schedule XIII to the Companies Act, 1956 as in force from time to time."

"RESOLVED FURTHER THAT Mr. Rajendra D. Shah, shall not be subject to retirement by rotation in terms of Article 109 of the Articles of Association of the Company during his tenure as Managing Director of the Company.

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution and to delegate all or any of its power herein conferred to a Director and Company Secretary to give effect to the aforesaid resolution."

Item No.4:

The terms of appointment of Managing Director: The Board of Directors at their meeting held on 24th May, 2013, appointed Mr. Rajendra D. Shah, as Managing Director for a term of five years from 1st June, 2013 to 31st May, 2018. The term and conditions of the appointment and remuneration payable to Mr. Rajendra D. Shah are provided in the draft contract to be entered into between the Company and Mr. Rajendra D. Shah. The material terms and conditions of the appointment and the remuneration payable to Mr. Rajendra D. Shah, Managing Director is as under:

A. Salary, Remuneration, perquisite and benefits:

(i) Basic Salary:

Rs.75,000/- (Rupees Seventy Five thousand only) (in time scale of Rs. 75000-15000125000-20000-250000.)

(ii) Club Fees:

Reimbursement of fees of any two clubs in India, including admission or entrance fees and monthly or annual subscriptions.

(iii) Personal Accident Insurance:

The Company shall pay an annual premium of a sum not exceeding Rs.15,000/- (Rupees Fifteen Thousand only) for purchasing a personal accident insurance policy for Mr.Rajendra D. Shah.

(iv) Company maintained Car, Driver & Telephone:

Provision of a car with driver for use on Company's business. Use of car for private and personal purposes shall be billed by the Company to Mr. Rajendra D. Shah. A landline telephone at residence and a mobile phone facility will be provided, the cost of which will be borne by the Company. In case the company is not able to provide a driver the expenses for engaging a driver will be reimbursed as per company's rules.

(iv) Entertainment Expenses:

Reimbursement of entertainment expenses actually and properly incurred in the course of the business of the company subject to such annual limits as may be fixed by the Board of Directors of the Company.

(v) Inadequacy of profits:

In the event of inadequacy of the profits under Section 349 and 350 of the Companies Act, 1956 the remuneration comprising salary, allowance, commission/bonus /perquisites and benefits, as detailed above shall be construed as minimum remuneration to Mr. Rajendra D Shah during the term of his appointment in the event the remuneration exceeds the limits prescribed under Schedule XIII read with relevant provisions of the Companies Act, 1956, the special resolution is proposed for the approval of shareholders and an application will be made by the Company for the payment of above mentioned remuneration to Mr. Rajendra D Shah as minimum remuneration.

(v) Not to engage in other employment:

Mr. Rajendra D. Shah will not engage in any employment or business enterprises that would in any way conflict with the services and interest of the company and shall comply with all applicable laws of the country and retrain from political activities.

(vi) Business Conduct:

Mr. Rajendra D Shah shall comply with Company's policies with regard to business ethics and shall maintain integrity in line with the Company's Code of Conduct and govern policies.

(vii) Termination:

The appointment may be terminated by either party by giving to the other party three months written notice of such termination.

(viii) Mr. Rajendra D. Shah shall not be paid any sitting fees for attending the meetings of the Board of Directors or committees thereof.

The draft Agreement between the Company and Mr. Rajendra D. Shah referred to in the Resolution will be open for inspection by the Shareholders at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on any working day except Saturday.

The above Explanatory Statement concerning the appointment of Mr. Rajendra D. Shah as the Managing Director may be treated as an abstract of the terms of the draft Agreement and the memorandum of concern or interest under Section 302 of the Companies Act, 1956.

The Board commends the Resolution for acceptance by the Shareholders.

Except Mr. Rajendra D. Shah and Mr. Harendra D. Shah (relative of Mr. Rajendra D. Shah) none of the Directors is interested or concerned in the Resolution.