(COMPANY NAME)
(CIN: CIN NO)
Registered Office: ADDRESS
Email: _________________, Website: _________________
Phone: _________________, Fax: _________________
NOTICE
NOTICE
IS HEREBY GIVEN THAT THE _________ ANNUAL GENERAL MEETING OF (COMPANY
NAME) will be held at (ADDRESS OF AGM) on (DAY), (DATE) at (TIME) A.M./P.M. to
transact the following business:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the
Financial Statements of the Company for the year ended 31st __________,
20___ including audited Balance Sheet as at 31st __________, 20____
and the Statement of Profit and Loss for the year ended on that date and the
Reports of the Board of Directors and Auditors thereon.
2.
To
declare final dividend and confirm the two interim dividends aggregating to Rs.
__________ per equity share, already
paid for the year ended 31st __________, 20____.
3.
To appoint a director in place of
Mr. ____________________ (holding DIN __________), who retires by rotation and
being eligible offers himself for re-appointment.
4.
To appoint M/s. __________,
Chartered Accountants (ICAI Registration No. __________) as statutory auditors
of the Company and fix their remuneration.
SPECIAL BUSINESS:
5.
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 Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 and the rules made there-under (including
any statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013, Mrs. ____________________
(holding DIN __________), be and is hereby appointed as an Independent Women Director of the Company at this Annual General
Meeting to hold office for five consecutive years for a term up to 31st
__________, 20____.”
6.
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 Sections 149, 150, 152
and any other applicable provisions of the Companies Act, 2013 and the rules
made there-under (including any statutory modification(s) or re-enactment
thereof for the time being in force) read with Schedule IV to the Companies
Act, 2013, Mr. ____________________ (holding DIN __________), Director of the
Company who retires by rotation at the Annual General Meeting 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 five consecutive years for
a term up to 31st __________, 20_____.”
7.
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 Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 and the rules made there-under (including
any statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013, Mr. ____________________
(holding DIN __________), Director of the Company whose period of office is
liable to determination by retirement of directors by rotation 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 five consecutive years
for a term up to 31st __________, 20___.”
8.
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 Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 and the rules made there-under (including
any statutory modification(s) or re-enactment thereof for the time being in
force) read with Schedule IV to the Companies Act, 2013, Mr.____________________
(holding DIN __________), Director of the Company whose period of office is
liable to determination by retirement of directors by rotation and in respect
of whom the Company has received a notice in writing from a member proposing
her candidature for the office of Director, be and is hereby appointed as an
Independent Director of the Company to hold office for five consecutive years
for a term up to 31st March, 2019.”
9.
To consider and if thought fit, to
pass with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED that
Mr. ____________________ (holding DIN __________),
who was appointed as an Additional Director of the Company by the Board of
Directors with effect from 1st __________, 20____, in terms of
Section 260 of the Companies Act, 1956 [corresponding to Section 161(1) of the
Companies Act, 2013] and Article______of the Articles of Association of the
Company and whose term of office expires at the Annual General Meeting 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 a Director of the Company whose period of office shall be liable
to determination by retirement of directors by rotation.”
10.
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 Sections 196, 197, 203 and any other applicable
provisions of the Companies Act, 2013 and the rules made there-under (including
any statutory modification(s) or re-enactment thereof for the time being in
force), read with Schedule V to the Companies Act, 2013 (corresponding to
Sections 198, 269, 309 and any other applicable provisions of the Companies
Act, 1956 read with Schedule XIII to the Companies Act, 1956) and subject to
the requisite approval of the Central Government, the consent of the Company be
and is hereby accorded to the appointment of Mr. ____________________ (holding
DIN __________), who was appointed as a “non-retiring Director” of the Company
by the Board of Directors with effect from 1st __________, 20____
under the Articles of Association of the Company, as the “Managing Director” of
the Company for a period of five years effective from 1st __________,
20___, on the terms and conditions of appointment and remuneration as contained
in the draft agreement, a copy whereof initialed by the Chairman for the
purpose of identification is placed before the meeting, and the Board of
Directors be and is hereby authorised to alter and vary such terms of
appointment and remuneration so as to not exceed the limits specified in
Schedule V to the Companies Act, 2013 (corresponding to Schedule XIII to the
Companies Act, 1956), as may be agreed to by the Board of Directors and Mr. ______________.”
11.
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 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),
Mr. ____________________ (holding DIN __________), Director of the Company 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 a Director of the Company whose period of office shall be liable
to determination by retirement of directors by rotation.
RESOLVED
FURTHER that pursuant to the provisions of Sections 196, 197, 203 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 V to the Companies Act, 2013 (corresponding
to Sections 198, 269, 309 and any other applicable provisions of the Companies
Act, 1956 read with Schedule XIII to the Companies Act, 1956), the consent of
the Company, be and is hereby accorded to the appointment of Mr. ____________________ (holding DIN __________) as a Whole-time
Director of the Company designated as “____________________” for a period of
five years effective from 10th __________, 20_____, on the terms and
conditions of appointment and remuneration as contained in the draft agreement,
a copy whereof initialed by the Chairman for the purpose of identification is
placed before the meeting, and the Board of Directors be and is hereby
authorised to alter and vary such terms of appointment and remuneration so as
to not exceed the limits specified in Schedule V to the Companies Act, 2013
(corresponding to Schedule XIII to the Companies Act, 1956), as may be agreed
to by the Board of Directors and ____________________.”
12.
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 14 and any other applicable provisions of
the Companies Act, 2013, the Articles of Association of the Company be and is
hereby amended by deleting the existing Article __________ and substituting
with following new Article __________ :
Number
of directors
92. The number
of directors of the Company shall not be less than__________nor more than __________.”
13.
To consider and if thought fit, to
pass with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED that
in supersession of the Ordinary Resolution adopted at the __________Annual
General Meeting held on __________, 20____ and pursuant to Section 180(1)(c)
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), the consent of the Company be and is
hereby accorded to the Board of Directors to borrow moneys in excess of the
aggregate of the paid up share capital and free reserves of the Company,
provided that the total amount borrowed and outstanding at any point of time,
apart from temporary loans obtained/to be obtained from the Company’s Bankers
in the ordinary course of business, shall not be in excess of Rs.
__________ (Rupees ______________________________) over and above the aggregate
of the paid up share capital and free reserves of the Company.”
14.
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 197 and any other applicable provisions of
the Companies Act, 2013 (including any statutory modification(s) or
re-enactment thereof for the time being in force) a sum not exceeding one
percent per annum of the net profits of the Company calculated in accordance
with the provisions of Section 198 of the Companies Act, 2013, be paid to and
distributed amongst the directors other than the managing director or
whole-time directors of the Company or some or any of them in such amounts or
proportions and in such manner and in all respects as may be decided and
directed by the Board of Directors and such payments shall be made in respect
of the profits of the Company for each financial year, for a period of five
financial years commencing from __________, 20___, provided that none of the
directors aforesaid shall receive individually a sum exceeding Rs. __________/-
(Rupees ____________________only) in a financial year.
RESOLVED
FURTHER that the above remuneration shall be in addition to fee payable to the
director(s) for attending the meetings of the Board or Committee thereof or for
any other purpose whatsoever as may be decided by the Board of Directors and
reimbursement of expenses for participation in the Board and other meetings.”
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By Order of
the Board
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Date:
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Place:
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(COMPANY NAME)
IMPORTANT NOTES:
1.
The Register of Members and the
Share Transfer books of the Company will remain closed from ____________________to
__________ __________ (both days inclusive) for annual closing and determining
the entitlement of the shareholders to the final dividend for 20_____.
2.
The Explanatory Statement pursuant
to Section 102 of the Companies Act, 2013, which sets out details relating to
Special Business at the meeting, is annexed hereto.
3.
A MEMBER ENTITLED TO ATTEND AND
VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE
INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE
COMPANY. A person can act as proxy on behalf of members not exceeding
fifty (50) and holding in the aggregate not more than ten percent of the total
share capital of the Company.
The instrument
of Proxy in order to be effective, should be deposited at the Registered Office
of the Company, duly completed and signed, not less than 48 hours before the
commencement of the meeting. A Proxy form is sent herewith. Proxies submitted
on behalf of the companies, societies etc., must be supported by an appropriate
resolution/authority, as applicable.
4.
Final dividend of Rs. _____
per share has been recommended by the Board of Directors for the year ended __________________
and subject to the approval of the shareholders at the ensuing Annual General
Meeting, is proposed to be paid on and from 29th May, 2014. First
and Second interim dividends for the year 20__, each at the rate of Rs.
_____ per equity share, were paid
on ____________________and ______________________ respectively.
5.
Members holding shares in
electronic form are hereby informed that bank particulars registered against
their respective depository accounts will be used by the Company for payment of
dividend. The Company or its Registrars cannot act on any request received
directly from the Members holding shares in electronic form for any change of
bank particulars or bank mandates. Such changes are to be advised only to the
Depository Participant of the Members. Members holding shares in physical form
and desirous of either registering bank particulars or changing bank
particulars already registered against their respective folios for payment of
dividend are requested to write to the Company.
6.
Under Section 205A of the Companies
Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of
seven years from the due date is required to be transferred to the Investor
Education and Protection Fund (IEPF), constituted by the Central Government.
The Company had, accordingly, transferred Rs.__________/- and Rs.
__________/- being the unpaid and unclaimed dividend amount pertaining to Final
Dividend, 2005 & First Interim Dividend, __________2006 and Second Interim
Dividend __________ on __________and __________, respectively, to the Investor
Education and Protection Fund of the Central Government.
The Ministry
of Corporate Affairs (MCA) on 10th May, 2012 notified the IEPF
(Uploading of information regarding unpaid and unclaimed amounts lying with
companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. The
objective of the IEPF Rules is to help the shareholders ascertain status of the
unclaimed amounts and overcome the problems due to misplacement of intimation
thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded
the information in respect of the Unclaimed Dividends in respect of the
financial years from __________, as on the date of the __________Annual General
Meeting (AGM) held on __________, on the website of the IEPF viz.
www.iepf.gov.in and under “Investors Section” on the Website of the Company
viz. ______________.
A separate
reminder was also sent to those members having unclaimed dividends pertaining
to Third Interim Dividend, __________ & Interim Dividend, __________ paid
on ____________________ or any subsequent dividend payment(s). Members who have
not encashed their dividend warrants are advised to write to the Company
immediately claiming dividends declared by the Company.
7.
To prevent fraudulent transactions,
members are advised to exercise due diligence and notify the Company of any
change in address or demise of any member as soon as possible. Members are also
advised not to leave their demat account(s) dormant for long. Periodic
statement of holdings should be obtained from the concerned Depository Participant
and holdings should be verified.
8.
The Securities and Exchange Board
of India (SEBI) has mandated the submission of Permanent Account Number (PAN)
by every participant in securities market. Members holding shares in electronic
form are, therefore, requested to submit the PAN to their Depository
Participants with whom they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN details to the Company.
9.
Details under Clause 49 of the
Listing Agreement with the Stock Exchange in respect of the Directors seeking
appointment/re-appointment at the Annual General Meeting, forms integral part
of the notice. The Directors have furnished the requisite declarations for
their appointment/re-appointment.
10.
Electronic copy of the Annual
Report for __________ is being sent to all the members whose email IDs are
registered with the Company/Depository Participants(s) for communication
purposes unless any member has requested for a hard copy of the same. For
members who have not registered their email address, physical copies of the
Annual Report for __________is being sent in the permitted mode.
11.
Electronic copy of the Notice of
the __________ Annual General Meeting of the Company inter alia
indicating the process and manner of e-voting along with Attendance Slip and
Proxy Form is being sent to all the members whose email IDs are registered with
the Company/Depository Participants(s) for communication purposes unless any
member has requested for a hard copy of the same. For members who have not
registered their email address, physical copies of the Notice of the __________Annual
General Meeting of the Company inter alia indicating the process and
manner of e-voting along with Attendance Slip and Proxy Form is being sent in
the permitted mode.
12.
Members may also note that the
Notice of the __________ Annual General Meeting and the Annual Report for __________
will also be available on the Company’s website ____________________for their
download. The physical copies of the aforesaid documents will also be available
at the Company’s Registered Office in __________for inspection during normal
business hours on working days. Even after registering for e-communication,
members are entitled to receive such communication in physical form, upon
making a request for the same, by post free of cost. For any communication, the
shareholders may also send requests to the Company’s investor email id: ____________________.
13.
Voting through electronic means
I.
In compliance with provisions of
Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014, the Company is pleased to provide members
facility to exercise their right to vote at the ______ Annual General Meeting
(AGM) by electronic means and the business may be transacted through e-Voting
Services provided by ______________
The
instructions for e-voting are as under:
A.
In case a Member receives an email
from ___________ [for members whose email IDs are registered with the
Company/Depository Participants(s)]:
(i)
Open email and open PDF file viz; “____________________”
with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for
e-voting. Please note that the password is an initial password.
(ii)
Launch internet browser by typing
the following URL: ___________________________
(iii)
Click on Shareholder - Login
(iv)
Put user ID and password as initial
password/PIN noted in step (i) above. Click Login.
(v)
Password change menu appears.
Change the password/PIN with new password of your choice with minimum 8
digits/characters or combination thereof. Note new password. It is strongly
recommended not to share your password with any other person and take utmost
care to keep your password confidential.
(vi)
Home page of e-voting opens. Click
on e-Voting: Active Voting Cycles.
(vii)
Select “_________” of (COMPANY
NAME).
(viii)
Now you are ready for e-voting as
Cast Vote page opens.
(ix)
Cast your vote by selecting
appropriate option and click on “Submit” and also “Confirm” when prompted.
(x)
Upon confirmation, the message
“Vote cast successfully” will be displayed
(xi)
Once you have voted on the
resolution, you will not be allowed to modify your vote
(xii)Institutional
shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority
letter etc. together with attested specimen signature of the duly authorized signatory(ies)
who are authorized to vote, to the Scrutinizer through e-mail to ____________________or
____________________with a copy marked to ____________________
B.
In case a Member receives physical
copy of the Notice of AGM [for members whose email IDs are not registered with
the Company/ Depository Participants(s) or requesting physical copy] :
(i)
Initial password is provided as
below/at the bottom of the Attendance Slip for the AGM :
EVEN
(E Voting Event Number) USER ID
PASSWORD/PIN
(ii)
Please follow all steps from Sl.
No. (ii) to Sl. No. (xii) above, to cast vote.
II.
In case of any queries, you may
refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user
manual for Shareholders available at the Downloads section of __________.
III.
If you are already registered with ________________
for e-voting then you can use your existing user ID and password/PIN for
casting your vote.
IV. You can also update your
mobile number and e-mail id in the user profile details of the folio which may
be used for sending future communication(s).
V.
The e-voting period commences on ___________________
(__________am) and ends on __________ __________ (__________pm). During this
period shareholders’ of the Company, holding shares either in physical form or
in dematerialized form, as on the cut-off date (record date) of ____________________,
may cast their vote electronically. The e-voting module shall be disabled by ________
for voting thereafter. Once the vote on a resolution is cast by the
shareholder, the shareholder shall not be allowed to change it subsequently.
VI. The
voting rights of shareholders shall be in proportion to their shares of the
paid up equity share capital of the Company as on the cut-off date (record
date) of ____________________.
VII. Mr.
____________________, Company Secretary whole time in Practice (ICSI Membership
No. __________) has been appointed as the Scrutinizer to scrutinize the
e-voting process in a fair and transparent manner.
VIII.
The Scrutinizer shall within a period not exceeding three(3) working days from
the conclusion of the e-voting period unblock the votes in the presence of at
least two(2) witnesses not in the employment of the Company and make a
Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith
to the Chairman of the Company.
IX. The
Results shall be declared on or after the AGM of the Company. The Results
declared alongwith the Scrutinizer’s Report shall be placed on the Company’s
website ____________________and on the website of __________within two(2) days
of passing of the resolutions at the AGM of the Company and communicated to the
BSE Limited.
14.
All documents referred to in the
accompanying Notice and the Explanatory Statement shall be open for inspection
at the Registered Office of the Company during normal business hours (9.00 am
to 5.00 pm) on all working days except Saturdays, up to and including the date
of the Annual General Meeting of the Company.
I.
EXPLANATORY STATEMENT IN RESPECT OF
THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item
No. 5
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
Except
__________________________, being an appointee, none of the Directors and Key
Managerial Personnel of the Company and their relatives is concerned or
interested, financial or otherwise, in the resolution set out at Item No. 8.
This Explanatory Statement may also be regarded as a disclosure under Clause 49
of the Listing agreement with the Stock Exchange.
Item
No. 6
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
Except
__________________________, being an appointee, none of the Directors and Key
Managerial Personnel of the Company and their relatives is concerned or
interested, financial or otherwise, in the resolution set out at Item No. 8.
This Explanatory Statement may also be regarded as a disclosure under Clause 49
of the Listing agreement with the Stock Exchange.
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
Except
__________________________, being an appointee, none of the Directors and Key
Managerial Personnel of the Company and their relatives is concerned or
interested, financial or otherwise, in the resolution set out at Item No. 8.
This Explanatory Statement may also be regarded as a disclosure under Clause 49
of the Listing agreement with the Stock Exchange.
Item No. 8
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
Except __________________________,
being an appointee, none of the Directors and Key Managerial Personnel of the
Company and their relatives is concerned or interested, financial or otherwise,
in the resolution set out at Item No. 8. This Explanatory Statement may also be
regarded as a disclosure under Clause 49 of the Listing agreement with the
Stock Exchange.
Item No.9
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
Except
__________________________, being an appointee, none of the Directors and Key
Managerial Personnel of the Company and their relatives is concerned or
interested, financial or otherwise, in the resolution set out at Item No. 8.
This Explanatory Statement may also be regarded as a disclosure under Clause 49
of the Listing agreement with the Stock Exchange.
Item No. 10
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
The approval
of the members is being sought to the terms, conditions and stipulations for
the appointment of Mr. ______________ as the Managing Director and the
remuneration payable to him. The terms and conditions proposed (fixed by the
Board of Directors at their meeting held on ______________ are keeping in line
with the remuneration package that is necessary to encourage good professional
managers with a sound career record to important position as that of the Managing
Director.
The material terms of appointment and remuneration as contained in
the draft Agreement are given below: -
I)
Salary, Allowances and Commission
(hereinafter referred to as “Remuneration”):
a)
Salary comprising
(i)
Basic salary: At the rate not
exceeding Rs. ______________ /- per month; and
(ii)
Allowances: Not exceeding one and a
half times the Basic salary,
with
increments as may be decided by the Board of Directors of the Company from time
to time, subject to a ceiling on increment of ______________ % in a year
(following April to March year) over the existing Basic salary and Allowances,
as on 1st April every year, commencing from ______________.
b)
Commission and Performance linked
incentive:
On net profits
of the Company determined in accordance with the relevant provisions of the
Companies Act, 2013 at a rate to be determined by the Board of Directors from
time to time, but not exceeding an amount equivalent to twice the Salary in
I(a) above, for the relevant period. The payment may be made on a pro-rata
basis every month or on an annual basis or partly monthly and partly on an
annual basis at the discretion of the Board.
II)
Perquisites:
1.
In addition to the Remuneration as
stated above, ______________ shall be entitled, as per Rules of the Company, to
perquisites like:
a.
Rent-free furnished residential
accommodation with free use of all the facilities and amenities, such as air
conditioners, geysers etc. In case no accommodation is provided by the Company,
he shall be entitled to House Rent Allowance as per policy of the Company.
b.
Reimbursement of all medical
expenses incurred, including premium paid on health insurance policies, whether
in India or abroad, for self and family including hospitalisation.
c.
Personal Accident Insurance
Premium.
d.
Air passage and/or leave travel allowance
for self and members of his family residing in India and for visit to India of
the members of his family not residing in India.
e.
Subscription to clubs.
f.
Use of Company maintained cars with
drivers for business and personal use.
g.
Use of communication devices such
as telephones, audio and video conference facilities etc., at the residence.
Personal long distance telephone calls shall be borne by Mr. _____________.
h.
Education Allowance for children,
whether abroad or in India.
i.
Encashment of leave at the end of
his tenure as per policy of the Company.
j.
Contributions to provident fund,
superannuation fund or annuity fund and any other retirement benefits.
k.
Terminal benefits:
Air/Sea passage together with cost of
transportation of household belongings to such places as may be approved by the
Board of Directors at the time of leaving the service of the Company.
l.
Expenses on shifting of residence.
m.
Joining allowances and other
benefits.
n.
Participation in any/ all employee
stock option schemes/ plans of the Company or that of ______________.
o.
Such other perquisites and
allowances in accordance with the rules of the Company or as may be agreed to
by the Board of Directors and Mr. _____________.
The value of
the perquisites evaluated as per Income-tax Rules, 1962, wherever applicable,
and at cost in the absence of any such Rule, shall be subject to an overall
annual ceiling of an amount not exceeding the Salary in I (a) above for the
relevant period. The perquisites mentioned above from (h) to (n) shall be based
on actual amounts and excluded from the aforesaid perquisite limit.
2.
The Board of Directors or Committee
thereof may, in their discretion, revise/modify any of the terms from time to
time, within the limits stipulated.
III)
Minimum Remuneration:
Notwithstanding
anything herein contained, where in any financial year during the period of his
office as Managing Director, the Company has no profits or its profits are
inadequate, the Company may, subject to the requisite approvals, pay Mr. ______________
remuneration by way of salary,
allowances, perquisites not exceeding the maximum limits laid down in Section
II of Part II of Schedule V to the Companies Act, 2013 (corresponding to Para 1
of Section II of Part II of Schedule XIII to the Companies Act, 1956), as may
be agreed to by the Board of Directors and Mr. ______________.
IV) Other
Terms:
Subject to the
superintendence, control and direction of the Board of Directors, Mr. ________________
shall manage and conduct the business and affairs of the Company. He shall not
be paid any sitting fee for attending the meetings of the Board or Committee
thereof.
The
appointment can be terminated by Mr. ______________ or the Company, by one party giving to the
other 3(three) calendar months’ notice in writing or by payment of a sum
equivalent to remuneration for the notice period or part thereof in case of
shorter notice or on such other terms as may be mutually agreed.
In view of the
provisions of Sections 196, 197, 203 and any other applicable provisions of the
Companies Act, 2013 (corresponding to Sections 198, 269, 309 and any other
applicable provisions of the Companies Act, 1956), the Board recommends the
Ordinary Resolution set out at item no. 10 of the accompanying Notice for the
approval of the Members.
Copy of the
Draft Agreement referred to in the Resolution would be available for inspection
without any fee by the members at the Registered Office of the Company during
normal business hours on any working day, excluding Saturday, upto and
including the date of the Annual General Meeting.
Mr. ______________
is not a Director in any other Company
in India. He does not hold by himself or for any other person on a beneficial
basis, any shares in the Company.
Except Mr. ______________,
being an appointee, none of the Directors and Key Managerial Personnel of the
Company and their relatives is concerned or interested, financial or otherwise,
in the resolution set out at Item No. 10.
This
Explanatory Statement together with the accompanying Notice may also be
regarded as an abstract and memorandum under Section 302 of the Companies Act,
1956 and as a disclosure under Clause 49 of the Listing agreement with the
Stock Exchange.
Item No. 11
(BRIEF PROFILE
AND REASON FOR APPOINTMENT)
Except __________________________,
being an appointee, none of the Directors and Key Managerial Personnel of the
Company and their relatives is concerned or interested, financial or otherwise,
in the resolution set out at Item No. 8. This Explanatory Statement may also be
regarded as a disclosure under Clause 49 of the Listing agreement with the
Stock Exchange.
ITEM NO. 12
As per Article
____________ of the Articles of Association of the Company, the number of
Directors of the Company shall not be less than ____________ not more than ____________.
Currently, the Company has ____________ Directors. In anticipation of the
future business requirements it is proposed to increase the upper limit to
____________directors, on an enabling basis. Section 149(1) of the Companies
Act, 2013 allows maximum strength of fifteen directors.
Therefore, the
Board of Directors recommends amendment to the Articles of Association of the
Company by deleting the existing Article ____________ and substituting with new
Article ____________, to increase the maximum number of directors of the
Company from ____________to ____________subject to the requirements of the
Companies Act, 2013.
The Resolution
at Item No. 12 of the Notice is set out as a Special Resolution for approval by
the members in terms of Section 14 of the Companies Act, 2013.
A copy of the
Memorandum and Articles of Association of the Company together with the
proposed alterations would be available for inspection by the members at the
Registered Office of the Company during business normal hours on any working
day, excluding Saturday, upto and including the date of the Annual General
Meeting.
None of the
Directors and Key Managerial Personnel of the Company and their relatives is
concerned or interested, financial or otherwise, in the resolution set out at
Item No. 12.
ITEM NO. 13
The members of
the Company at their ____________ Annual General Meeting held on ____________approved
by way of an Ordinary Resolution under Section 293(1)(d) of the Companies Act,
1956 borrowings over and above the aggregate of paid up share capital and free
reserves of the Company provided that the total amount of such borrowings
together with the amounts already borrowed and outstanding at any point of time
shall not be in excess of Rs. ____________
(Rupees ____________). Out of the above limits, the Company had availed
External Commercial Borrowings (ECBs) from
the holding company aggregating to USD ____________ [equivalent to Rs. ____________]
as on ____________.
Section
180(1)(c) of the Companies Act, 2013 effective from 12th September,
2013 requires that the Board of Directors shall not borrow money in excess of
the company’s paid up share capital and free reserves, apart from temporary
loans obtained from the company’s bankers in the ordinary course of business,
except with the consent of the company accorded by way of a special resolution.
It is,
therefore, necessary for the members to pass a Special Resolution under Section
180(1)(c) and other applicable provisions of the Companies Act, 2013, as set
out at Item No. 13 of the Notice, to enable to the Board of Directors to borrow
money in excess of the aggregate of the paid up share capital and free reserves
of the Company. Approval of members is being sought to borrow money upto Rs.
____________ (Rupees ________________________) in excess of the aggregate of
the paid up share capital and free reserves of the Company.
None of the
Directors and Key Managerial Personnel of the Company and their relatives is
concerned or interested, financial or otherwise, in the resolution set out at
Item No. 13.
Item No. 14
The members of
the Company at their ________ Annual General Meeting held on ________________approved
by way of a Special Resolution under Section 309 of the Companies Act, 1956,
the payment of remuneration by way of commission to the Non-Executive Directors
of the Company, of a sum not exceeding one percent per annum of the net profits
of the Company, calculated in accordance with the provisions of the Companies
Act 1956, for a period of five years commencing ________________.
In view of
Sections 149, 197 and any other relevant provisions of the Companies Act, 2013
coming into effect from ________________ and taking into account the roles and
responsibilities of the directors, it is proposed that the Directors other than
Managing Director and the Whole-time Directors be paid for each of the five
financial years of the Company commencing from ________________, remuneration
not exceeding one percent per annum of the net profits of the Company computed
in accordance with the provisions of the Companies Act, 2013.
This
remuneration will be distributed amongst all or some of the Directors in
accordance with the directions given by the Board of Directors and subject to
any other applicable requirements under the Companies Act, 2013. None of the
Directors shall receive individually a sum exceeding Rs. ________________/-
(Rupees ________________only) in a financial year. This remuneration shall be
in addition to fee payable to the Directors for attending the meetings of the
Board or Committee thereof or for any other purpose whatsoever as may be
decided by the Board, and reimbursement of expenses for participation in the
Board and other meetings.
Accordingly, a
fresh approval of the Members is sought by way of a Special Resolution under
the applicable provisions of the Companies Act, 2013 for payment of
remuneration by way of commission to the Directors of the Company other than
Managing Director and Whole-time Directors, for a period of five years
commencing from ________________ as set out in the Resolution at Item No. 14 of
the Notice.
The Managing
Director, Whole-time Directors and Key Managerial Personnel of the Company and
their relatives are not concerned or interested, financial or otherwise, in the
resolution set out at Item No. 14 of the Notice. Directors other than the
Managing Director and the Whole-time Directors of the Company may be deemed to
be concerned or interested in the resolution set out at Item No. 14 of the
Notice to the extent of the remuneration that may be received by them.
II.
DETAILS OF DIRECTORS SEEKING
APPOINTMENT/ RE-APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE LISTING
AGREEMENT WITH THE STOCK EXCHANGE:
Re-appointment
of Mr. ________ ________ (Item No.
3)
Except Mr. ________________,
none of the Directors and Key Managerial Personnel of the Company and their
relatives is concerned or interested, financial or otherwise, in agenda Item
No. 3.
Appointment
of other Directors (Item Nos. 5 to 11)
For the details
of ________________________________________, please refer to the above
Explanatory Statement in respect of the Special Business set out at Item Nos. 5
to 11 of the Notice of Annual General Meeting pursuant to Section 102 of the
Companies Act, 2013.
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By Order of the Board
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Date:
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Place:
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(KINDLY ATTACH ATTENDENCE FORM
AND PROXY FORM ALSO WITH THIS NOTICE)