Basic HTML Version
EXPLANATORYSTATEMENT PURSUANT TOSECTION 173(2) OF THECOMPANIESACT, 1956.
1.
Mr. H. Rathnakara Hegde was appointed as an additional director w.e.f 17th January 2012 by the Board. Mr. H. Rathnakara Hegde has
served the banking industry for four decades. His most recent position was as the Executive Director of the Oriental Bank of Commerce
(OBC), a premier public sector bank in India. Mr Hegde assumed his responsibilities at OBC on May 16th, 2008. Prior to this, Mr. Hegde
held the position of General Manager (Credit, Human Resource, Treasury, Marketing) at Vijaya Bank that was the culmination of 38 years
of exemplary service in various capacities. Mr. Hegde has a formidable wealth of knowledge of the Indian banking industry.
Mr. H. Rathanakara Hegde, being independent director, will not be entitled for any remuneration except sitting fees for attending the
BoardMeeting and committees thereof.
Your Board of Directors recommends the resolution for the approval of the members. None of the Directors except Mr. H. Rathanakara
Hegde himself is concerned or interested in this resolution.
2.
ITEMNO. 7
Mr. Ashok Kajaria had been appointed as Chairman and Managing Director of the Company for a period of 5 years with effect from 1st
April 2011. Now, Considering the outstanding performance of the company and subject to the approval of the members, it is proposed to
pay to Mr. Ashok Kajaria, Chairman and Managing Director of the company, a commission @1% of the net profit of the company
calculated under the provisions of the sections 349, 350 and other applicable provisions of the companies act 1956, along with the
existing remuneration. It is therefore proposed to revise the remuneration of w.e.f 1st April 2012 for the un-expired tenure (1st April 2012
to 31st March 2016) of his appointment.
The terms and conditions of appointment of Mr. Ashok Kajaria, Chairman and Managing Director of the Company w.e.f 1st April 2012 for
un-expired tenure (1stApril 2012 to 31st March 2016) of his appointment are as follows:
st
That the Chairman andManaging Director shall be entitled to the following remuneration w e f 1 April 2012:
1)
Salary
Rs 10,30,000 – 180,000 – 15,70,000 /- per month.
2)
Commission
1%of net profit before tax of the company as calculated under the provisions of section 349 of the CompaniesAct 1956.
In addition to the salary and commission, Chairman andManaging Director shall be entitled to the following Perquisites:
3)
Perquisites:
Perquisites are classified into three categories ‘A’ ‘B’ & ‘C’ as follows:
CATEGORY ‘A’
Housing
Residential accommodation (furnished or otherwise) or house rent allowance at the rate of 60%of the salary.
Allowance towards gas, electricity &water subject to ceiling of 10%of salary
Medical Allowance / Re-imbursement of Medical expenses
Not exceeding onemonth’s salary per year.
CATEGORY ‘B’
i)
Contribution to Provident Fund, Superannuation Fund or Annuity Fund, if any, will not be included in the computation of the ceiling
on perquisites to the extent that these either singly or put together are not taxable under the Income TaxAct.
ii)
Gratuity payable at a rate not exceeding half amonth's salary for each completed year of service.
iii) Encashment of Leave at the end of tenure will not be included in the computation of ceiling on perquisites.
CATEGORY ‘C’
Provision of Car with Driver and Telephone at the Residence will not be considered as perquisites.
Other Terms andConditions
1.
he will not be entitled to sitting fee for attendingmeeting of Board or of a Committee thereof.
2.
If during the currency of tenure of the Chairman andManaging Director, the company has no profits or profits are inadequate, in any
financial year, the Chairman and Managing Director shall be entitled to remuneration by way of salary and perquisites as per the
limits prescribed in Schedule XIII to the CompaniesAct, 1956.
ITEMNO. 6
3