1. To receive, consider, and adopt the Audited Accounts for the financial year ended 31st
March, 2015 along with the Reports of the Directors and Auditors thereon.
2. To appoint M/s. L J Kothari & Co., Chartered Accountants, Mumbai (FRN 105313W)
as statutory auditors of the Company to hold office till the conclusion of 31st
Annual General Meeting to be held in the calendar year 2020 and authorize the Board to fix
their remuneration.
SPECIAL BUSINESS:
3. To consider and, if thought fit, to pass with or without modification, the following
resolution as an 'Ordinary Resolution':
"RESOLVED THAT pursuant to the provisions of section 196, 197, 203 and
Schedule V of the Companies Act, 2013 and the rules made thereunder (including any
statutory modifications or re-enactment thereof for the time being in force), the consent
of the Company be and is hereby accorded to the re-appointment of and payment of
remuneration to Mrs. Zaver S Bhanushali (having DIN 00663374) as Managing Director for a
further period of five years effective from 01st August, 2015, on the following
terms and conditions
Basic salary: 55,000/- per month (from 01st August, 2015, till March 31,
2016), with an annual increment not exceeding 30%.
Fixed Dearness allowance: 30% of the salary amount.
Incentive Bonus/Commission: The appointee will be paid such amount by way of
incentive bonus and/or commission in addition to the salary and perquisite payable
calculated with reference to the net profit of the Company in a particular financial year
as may be determined by the Board of Directors of the Company at the end of the financial
year, subject to the overall ceilings stipulated under section 197 of the Act and/or
Schedule V as may be applicable from time to time.
Perquisites - Category "A"
a) Medical Reimbursement: 8.33% of the basic salary per month towards medical
expenses for self and family.
b) Leave Travel Allowance: the yearly payment in the form of allowance shall be
equivalent to one month's basic salary.
c) The Company shall provide Group Insurance Scheme, in accordance with the Rules and
Regulation of the Company. Explanation: Family means the spouse, dependent children and
parents of the appointee.
Category "B"
The following will not be considered as perquisites:
a) Contributions by the Company to Provident Fund and Superannuation Fund to the extent
these either singly or put together are not taxable under the Income-Tax Act, 1961.
b) Payment of gratuity subject to an amount equal to half month's salary for each
completed year of service.
c) Encashment of Leave as per the Company's rules at the end of tenure.
d) Provisions of car with driver for use on the Company's business and telephone and
other communication facility at residence. However, personal, long distance calls and use
of car for private purpose shall be billed by the Company.
Other terms and Conditions:
a) Minimum Remuneration: In the event of loss or inadequacy of profits, in any
financial year during the currency of tenure of service, the appointee shall be paid the
above remuneration and perks as the Minimum Remuneration subject, however to the overall
limits as per provisions contained in Schedule V to the Companies Act, 2013 including any
statutory modification or re-enactment thereof, as may, for the time being, be in force.
b) Leave: in accordance with the Rules and Regulation of the Company.
c) Sitting fee: Mrs. Zaver S Bhanushali shall not be entitled to sitting fee for
attending meetings of the Board of Directors or Committees thereof.
RESOLVED FURTHER THAT Mrs. Zaver S Bhanushali is appointed as a Managing Director
on Board liable to retire by rotation.
"RESOLVED FURTHER THAT the Board of Directors (on the recommendations of
Nomination and Remuneration Committee) be and are hereby authorized to alter and vary
terms and conditions of appointment including remuneration as may be agreed to by the
Board of Directors and Mrs. Zaver S Bhanushali but so as not to exceed the limits
specified in Schedule V of the Companies Act, 2013, or any amendment thereto or enactments
thereof with effect from such date as may be decided by it."
"RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to
do all acts, deeds, matters and things as may be considered necessary, desirable or
expedient to give effect to this resolution."
4. To consider and, if thought fit, to pass with or without modification, the following
resolution as an 'Ordinary Resolution':
"RESOLVED THAT pursuant to the provisions of section 196, 197, 203 and
Schedule V of the Companies Act, 2013 and the rules made thereunder (including any
statutory modifications or re-enactment thereof for the time being in force), the consent
of the Company be and is hereby accorded to the appointment of and payment of remuneration
to Mr. Siddharth S. Bhanushali (having DIN 01721586) as a whole-time Director for a period
of five years effective from 01st April, 2015, on the following terms and
conditions
Basic salary: 49,000/- per month (from 01st April, 2015, till March 31,
2016), with an annual increment not exceeding 30%.
Fixed Dearness allowance: 30% of the salary amount.
Incentive Bonus/Commission: The appointee will be paid such amount by way of
incentive bonus and/or commission in addition to the salary and perquisite payable
calculated with reference to the net profit of the Company in a particular financial year
as may be determined by the Board of Directors of the Company at the end of the financial
year, subject to the overall ceilings stipulated under section 197 of the Act and/or
Schedule V as may be applicable from time to time.
Perquisites - Category "A"
a) Medical Reimbursement: 8.33% of the basic salary per month towards medical
expenses for self and family.
b) Leave Travel Allowance: the yearly payment in the form of allowance shall be
equivalent to one month's basic salary.
c) The Company shall provide Group Insurance Scheme, in accordance with the Rules and
Regulation of the Company. Explanation: Family means the spouse, dependent children and
parents of the appointee.
Category "B"
The following will not be considered as perquisites:
a) Contributions by the Company to Provident Fund and Superannuation Fund to the extent
these either singly or put together are not taxable under the Income-Tax Act, 1961.
b) Payment of gratuity subject to an amount equal to half month's salary for each
completed year of service.
c) Encashment of Leave as per the Company's rules at the end of tenure.
d) Provisions of car with driver for use on the Company's business and telephone and
other communication facility at residence. However, personal, long distance calls and use
of car for private purpose shall be billed by the Company.
Other terms and Conditions:
a) Minimum Remuneration: In the event of loss or inadequacy of profits, in any
financial year during the currency of tenure of service, the appointee shall be paid the
above remuneration and perks as the Minimum Remuneration subject, however to the overall
limits as per provisions contained in Schedule V to the Companies Act, 2013 including any
statutory modification or re-enactment thereof, as may, for the time being, be in force.
b) Leave: in accordance with the Rules and Regulation of the Company.
c) Sitting fee: Mr. Siddharth S. Bhanushali shall not be entitled to sitting fee
for attending meetings of the Board of Directors or Committees thereof.
RESOLVED FURTHER THAT Mr. Siddharth S. Bhanushali is appointed as a whole time
Director on Board liable to retire by rotation.
"RESOLVED FURTHER THAT the Board of Directors (on the recommendations of
Nomination and Remuneration Committee) be and are hereby authorized to alter and vary
terms and conditions of appointment including remuneration as may be agreed to by the
Board of Directors and Mr. Siddharth S. Bhanushali but so as not to exceed the limits
specified in Schedule V of the Companies Act, 2013, or any amendment thereto or enactments
thereof with effect from such date as may be decided by it."
"RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to
do all acts, deeds, matters and things as may be considered necessary, desirable or
expedient to give effect to this resolution."
5. To consider and, if thought fit, to pass with or without modification, the following
resolution as an 'Ordinary Resolution':
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any
other applicable provisions of the Companies Act, 2013 and the rules made thereunder
(including any statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013 and clause 49 of the Listing
Agreement, Mr. Vikram P. Adagale (having DIN 02085562) and in respect of whom the company
has received a notice in writing from a member proposing his candidature for the office of
director, be and is hereby appointed as an Independent Director of the Company to hold
office for 4 (four) consecutive years for a term up to the conclusion of 30th
Annual General Meeting of the Company to be held in the calendar year 2019 and that his
office as Independent Director shall not be subject to retirement by rotation.
6. To consider and, if thought fit, to pass with or without modification, the following
resolution as an 'Ordinary Resolution':
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any
other applicable provisions of the Companies Act, 2013 and the rules made thereunder
(including any statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013 and clause 49 of the Listing
Agreement, Mr. Rajesh P. Mange (having DIN 01389705) and in respect of whom the company
has received a notice in writing from a member proposing his candidature for the office of
director, be and is hereby appointed as an Independent Director of the Company to hold
office for 4 (four) consecutive years for a term up to the conclusion of 30th
Annual General Meeting of the Company to be held in the calendar year 2019 and that his
office as Independent Director shall not be subject to retirement by rotation.
7. To consider and, if thought fit, to pass with or without modification, the following
resolution as an 'Ordinary Resolution':
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any
other applicable provisions of the Companies Act, 2013 and the rules made thereunder
(including any statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013 and clause 49 of the Listing
Agreement, Mr. Vasant L Mange (having DIN 02685522) and in respect of whom the company has
received a notice in writing from a member proposing his candidature for the office of
director, be and is hereby appointed as an Independent Director of the Company to hold
office for 4 (four) consecutive years for a term up to the conclusion of 30th
Annual General Meeting of the Company to be held in the calendar year 2019 and that his
office as Independent Director shall not be subject to retirement by rotation.
| Registered Office: |
For and on behalf of the Board |
| B/31, MIDC, Mahad, |
|
| Distt. - Raigad - 402302 |
Sd/- |
| CIN: L24110MH1988PLC049683 |
Zaver S Bhanushali |
| Date: 14th August, 2015 |
Managing Director |
| Place: Mahad |
|