To approve
the revision/variation in the
remuneration of Mr.
Lalit
Agarwal, as
Managing Director
"RESOLVED THAT
in accordance with provisions of Section
197 read with
Schedule V and the applicable provisions of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof, for the time being in force) and other applicable provisions, rules if any,
of the Companies Act, 2013, and any other
laws, regulations prevailing for the time being
in force, and other statutory approvals, as may be required, the Company
do hereby approves the revision/ variation in the
remuneration of Mr. Lalit Agarwal, (holding DIN ) Managing Director of
the Company, designated as Chairman & Managing Director, with effect
from
151 April, 2014 ti II his remaining tenure
i.e.
upto
31s1 May, 2017 as Managing Director of the
Company
as approved and recommended by the
Remuneration Committee and
noted hereunder:
A. Salary;
Basic salary
of Rs. 54,00,0001- per annum.
B. Commission ;
Upto 1 per cent
commission on the net profits of the Company
in each
financial
year, subject to the overall limit as stipulated in Section
197 of the Companies
Act,
2013.
C. Perquisites:
In addition to salary
and
commission, the Managing Director shall be entitled to perquisites and allowances in terms
and
accordance with the Management Regulations of the
Company,
as applicable and in force
from
time
to time and as per employment agreement dated 30th May, 2012.
D. Other terms and conditions:
In the event of absence
or inadequacy of profits
in any financial year, the Managing
Director
shall be entitled to the minimum remuneration as mentioned herein
above
without
any variation except that
no commission shall be payable.
RESOL YED FURTHER THAT
the Board
of Directors of the Company
be and
is hereby authorized to alter or vary the above terms and
conditions so as not to exceed
the limits specified
in Schedule Y to the Companies Act, 2013 in case the Company has
inadequate profits
or within the limits approved by the Central Government, if required,
as the case may be.
RESOL VED FURTHER THA
T the other
terms and conditions of
appointment of Mr. Lalit Agarwal
(holding DIN 00900900) as Managing Director, as approved by the
Board
of
Directors and Shareholders of the Company in their
meetings held on 210t May, 2012 and
22nd May, 2012, respectively remain the same.
RESOL VED
FURTHER THAT
the
other
terms
and
conditions of
appointment of
Mr. Lalit
Agarwal (holding DIN
00900900) as
Managing Director, as
recorded in
the employment agreement dated
so" May, 2012
executed between 'the
Company and
Mr. Lalit Agarwal
(holding
DIN
00900900)
shall
remain
same.
RESOL YEO FURTHER THAT
the Board
of Directors of the Company
be and
is hereby authorized to do all such acts, deeds, matters.things as may be necessary in this regard".
" On being
put
to
vote bye-voting & ballots, the above Resolution was adopted
by requisite
" majority by the shareholders.
Item No.9:
To approve
the revision/variation in the remuneration of Mr.
Magan Gopal Agarwal,
as Whole-time Director
"RESOLVED THAT
in accordance with provisions of Section 197,
read with Schedule V and the applicable provisions of
the
Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force)
and
other
applicable provisions, rules if any,
of the Companies Act, 2013, and any other laws,
regulations prevailing for the time
being in force, and subject to other statutory approvals, as may
be required,
the Company
do hereby approves the revision! variation
in the remuneration of Mr.
Madan
Gopal
Agarwal, (holding DIN
02249947) Whole-time Director, with effect
from
lSi April, 2014
till
his
remaining tenure i.e.iupto 31" May, 2017 as
Page 5 of 10
Whole-time Director of the
Company
as approved and recommended by the Remuneration
Committee and
noted hereunder:
A. Salary:
Basic salary
of Rs. 18,00,0001- per annum.
B. Commission:
Upto 0.33 per cent commission on the net profits of the Company in each
financial
year,
subject to the overall limit
as stipulated in Section
197 of the Companies Act, 2013.
C. Perquisites;
In addition to salary
and
commission, the
Whole
- time
Director shall
be entitled to perquisites and allowances in terms
and accordance with the Management Regulations of the
Company, as applicable and
in force from time to time
and
as
per
employment agreement dated 3011!May, 2012.
D. Other terms and conditions:
In the event
of absence or inadequacy of profits
in any
financial year,
the
Whole-time Director shall
be entitled
to the
minimum remuneration as mentioned herein above without
any variation except that no commission shall be payable.
RESOLVED FURTIlER THAT
the Board
of Directors of the Company
be and
is hereby authorized to alter O[ vary the above terms and
conditions so as not to exceed
the limits specified
in Schedule V to the Companies Act, 2013 in case the Company
has
inadequate
profits
or within the limits approved by the Central Government, if required,
as the case may be.
RESOL
VED FURTHER THA
T the other
terms
and
conditions of
appointment of Mr.
Madan Gopal Agarwal (holding DIN 02249947) as Whole-time
Director,
as approved by the
Board of Directors and Shareholders of the
Company in their
meetings held on 21 st May. 2012
and 22nd May, 2012, respectively remain the same.
RESOLVED FURTHER
THAT
the other terms and conditions of appointment of Mr. Madan
Gopal Agarwal (holding DIN as Whole-time Director, as recorded in the employment agreement dated 30th May, 2012 executed between the Company and Mr. Madan Gopal Agarwal
(holding DIN
02249947) shall remain
same.
RESOLVED Further That
the Board
of Directors of the Company
be and
is hereby authorized to do all such acts, deeds,
matters,
things
as may be necessary in this regard".
On being put to vote
bye-voting & ballots, the above
Resolution was adopted
by requisite majority by the shareholders.
