Chairman
EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 173(2) OF THE COMPANIES
ACT, 1956
The following explanatory statements sets out all the material facts relating to the
Special Business mentioned in the accompanying:
ITEM NO. 5
The Board of Directors of the Company (the 'Board'), at its meeting held on 22nd
May, 2013 has, subject to the approval of Members, appointed Shri Bhavin S Shah as a
Whole-time Directors, designated as Managing Director, for a period of 5 (five) years with
effect from 22nd May, 2013 on the remuneration determined by the Remuneration
Committee of the Board and approved by the Board. It is proposed to seek Members' approval
for the appointment of and remuneration payable to, Shri Bhavin Shah, as Whole-time
Directors, designated as Managing Director, in terms of the applicable provisions of the
Companies Act, 1956 ("the Act"). Broad particulars of the terms of
re-appointment of and remuneration payable to Shri Bhavin S Shah are as under:
i) Gross Salary: Rs. 7,20,000/- Per annum with an annual increment subject to maximum
of 15% of salary every year, effective from such month as may be decided by the Board.
ii) Performance linked incentive, subject to maximum of 100% of the annual salary.
iii) Statutory contributions, if any applicable.
iv) Perquisites as given below in accordance with the policies of the Company:
a. Gratuity
b. Leave encashment
c. Medical insurance
d. Company maintained car, subject to a maximum expense on car limited to Rs. 120000/-
per annum
e. Telephone at residence
f. Club fees (maximum of two clubs)
v) Stock Options - As per the policies of the company.
ITEM NO.6
The Management has decided to diversify in the pharma sector and accordingly change the
name of the company from Niyati Industries Limited to Veer health Care Limited .as
approved by the Registrars of Companies as on 25th April, 2013.
The Directors recommended the approval of the shareholders through special resolution.
None of the Directors is concerned or interested in the said resolution.
| Place : - Mumbai |
By the order of the Board of Directors |
| Date : - 22nd May, 2013 |
For Niyati Industries Limited |
|
SD/- |
|
Jayant Shah |
|
Director |