NOTICE
NOTICE is hereby given that the TWENTY THIRD ANNUAL GENERAL MEETING of the Members of
the Company will be held on Saturday, the 31st day of August, 2013 at 10.00 a.m. at Regd.
Office, Vardhman Premises, Chandigarh Road, Ludhiana -141 010 to transact the following
business:-
ORDINARY BUSINESS:
1. To receive, consider and adopt the Directors' Report and Audited Balance Sheet as at
31st March, 2013 and Statement of Profit & Loss for the year ended on that date
together with the Auditors' Report thereon.
2. a) To appoint a Director in place of Mr. Sachit Jain, who retires by rotation in
accordance with Article 126 of the Articles of
Association of the Company and being eligible, offers himself for reappointment.
b) To appoint a Director in place of Dr. A.K. Bakhshi, who retires by rotation in
accordance with Article 126 of the Articles of Association of the Company and being
eligible, offers himself for reappointment.
3. To appoint Statutory Auditors for the year 2013-2014 and to fix their remuneration.
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass, with or without modification(s), the
following Resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Section-269 read with Schedule-XIII
and other applicable provisions, if any, of the Companies Act, 1956, Mr. B.K. Choudhary,
be and is hereby re-appointed as a Managing Director of the Company for a period of three
years w.e.f. 1st April 2013, at a remuneration as detailed below:-
| REMUNERATION |
DETAILS |
| I. Basic Salary |
Basic Salary will be in the scale of Rs 1 ,35,000 - Rs 1 2,500 - Rs 1
,60,000 per month. |
| II. Commission |
Commission equal to 1 % of the Net Profit of the Company, subject to
maximum of 75% of the Annual Basic Salary. |
| III. Special Allowance |
Special allowance @ Rs 35,000 per month. |
| IV. Perquisites |
The perquisites shall be allowed in addition to basic salary, special
allowance and commission. However, such perquisites shall be restricted to an amount equal
to one year's basic salary during each year as per details given below :- |
| a) Housing |
Free Residential Accommodation or House Rent Allowance equal to 40% of
basic salary. Free furnishing is to be provided by the Company along with other amenities.
The expenditure incurred by the Company on gas, electricity, water and furnishings shall
be valued as per the Income Tax Rules, 1962. |
| b) Medical Reimbursement |
Reimbursement of medical expenses incurred by the appointee (including
medi-claim insurance premium) on self and his family, subject to a maximum ceiling of one
month's basic salary in a year or three months' basic salary over a period of three years. |
| c) Leave Travel Concession |
The expenses incurred on leave travel by the appointee on self and his
family shall be reimbursed once in a year in accordance with the rules specified by the
Company subject to a maximum of Rs 40,000 p.a. |
| d) Club Fees |
Fees of clubs subject to a maximum of two clubs. This will not include
admission and life membership fees. |
| e) Personal Accident Insurance |
Premium not to exceed Rs 5,000 per annum. |
| f) Provident Fund |
Contribution to provident fund, will not be included in the computation
of the ceiling on perquisites to the extent it is not taxable under the
Income-Tax Act, 1961 . The said contribution will also be subject to the rules framed by
the Company in this respect. |
| g) Car & Telephone |
Free use of Company's car for official work as well as for personal
purposes along with Driver and telephone at Company's cost. |
Explanation: "Family" means the spouse, the dependent children and dependent
parents of the appointee.
RESOLVED FURTHER THAT Mr. S. P. Oswal, Chairman, be and is hereby authorised to execute
an agreement on behalf of the Company with Mr. B.K. Choudhary subject to such changes and
modifications as may be approved by the Members and agreed to by the Board of Directors
and Mr. B.K. Choudhary.
RESOLVED FURTHER THAT Common Seal of the Company, if required, be affixed on the said
Agreement, in the presence of Mr. S.P. Oswal, Chairman and Ms. Ruchita Vij, Company
Secretary, who shall countersign the same in token thereof.
RESOLVED FURTHER THAT Ms. Ruchita Vij, Company Secretary, be and is hereby authorised
to take all necessary steps as may be deemed necessary to comply with other legal
formalities in this regard."
5. To consider and if thought fit, to pass, with or without modification(s), the
following resolution as a Special Resolution :-
"RESOLVED THAT pursuant to the provisions of Section 309, 310 and other applicable
provisions, if any, of the Companies Act, 1956, approval of the Members of the Company be
and is hereby given for enhancement of the sitting fee payable to the Directors from.Rs
12,000/- and Rs 10,000/- per meeting to Rs 20,000/- and Rs 15,000/- per meeting for
attending the Board Meeting and Audit Committee Meeting respectively".
|
By Order of the Board |
| Place: Gurgaon |
(Ruchita Vij) |
| Date: May 28, 2013 |
Company Secretary |