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3.
The Chairman and Managing Director hold office as such, subject to the provisions of the Section 283 (1) of the Companies Act
1956.
4.
That the Chairman and Managing Director shall not so long as he continues to be Chairman and Managing Director of the
Company be liable to retire by rotation.
5.
That the Chairman and Managing Director shall not become interested or otherwise concerned directly or through his relatives as
defined under the CompaniesAct in any selling/ buying agency of the company without the prior approval of the Board so long as he
functions in such capacity.
6.
That the Chairman and Managing Director shall not, during the continuance of his employment or any time thereafter, divulge or
disclose to any person, firm, company, body corporate or concern whatsoever or make any use for his own or for whatsoever
purpose of any confidential information, or knowledge obtained by him during his employment of the business or affairs of the
company or of any trade secrets or secret processes of the company and the Chairman and Managing Director shall, during the
continuance of his employment hereunder, also use his best endeavour to prevent any other person, firm, company, body
corporate or concern fromdoing so.
7.
That the Chairman and Managing Director shall, throughout the said term, devote his full attention and abilities to the business of
the Company and shall comply with the directions from time to time of the Board and in all respects confirm to the regulations made
by the Board and shall diligently promote the interest of the Company.
8.
In the event of the Chairman and Managing Director being found guilty of misconduct or negligence in the discharge of his duties or
in the conduct of the company’s business or of any other act or omission inconsistent with his duties as the Chairman and
Managing Director or any breach of this agreement, which in the opinion of the Board requires termination from the office of the
Chairman and Managing Director. The Company shall be entitled to terminate this agreement without any notice and
compensation.
9.
Unless otherwise contained in Clause 6 above, the Company can at its discretion terminate the contract / agreement by giving
three months notice of such termination or on payment of three months’ salary and no compensation will be payable to the
Chairman andManaging Director for the unexpired portion of this agreement.
10. That the Chairman and Managing Director can also terminate the Contract / Agreement by giving three months’ notice in writing to
the Company at the Corporate Office. In that event he undertake to peacefully handover the charge including all necessary
documents, files and papers to such person or persons as may be informed by the Board in writing.
11. That the Chairman and Managing Director shall have powers as delegated by the Board of Directors for the management and
control of the Company.
12. That the Chairman and Managing Director acting as an officer of the company as defined under the Companies Act shall have
powers to act, do such things on behalf of the company in respect of the affairs and business of the company and as are not
forbidden by the provisions of the companies Act, 1956 or any other statute for the time being to be done by the Chairman and
Managing Director or required to be done by the company in General Meeting or by the Directors.
13. That the Chairman and Managing Director shall have power on behalf of the Company to institute, conduct and defend suits, prefer
appeals and sign all plaints, written statement, engage solicitors, employ and discharge the officers, staff, workers and other
person for the business of the Company and to pay their remuneration.
14. The Board of Directors of the Company may at its discretion revise the terms and conditions from time to time with the approval of
themembers.
15. This modification / revision in remuneration and terms and conditions of appointment is subject to the approval of the members of
the Company.
For all other terms and conditions not specifically spelt out above, the rules and orders of the Company shall apply.
Your Board of Directors recommends the resolution for the approval of themembers.
None of the Directors except Mr. Chetan Kajaria, Joint Managing Director and Mr. Rishi Kajaria, Joint Managing Director being relatives
of Mr.Ashok Kajaria andMr.Ashok Kajaria himself is concerned or interested in this resolution.
The above mentioned terms and conditions may be treated as an abstract of the terms of Contract as desired under section 302 of the
CompaniesAct 1956.
3.
ITEMNO. 8
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Mr. Chetan Kajaria has been appointed as Joint Managing Director of the Company for period of five years w.e.f 1 April 2010. His
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appointment was approved by the shareholders in the Annual General Meeting held on 21 August 2010 and terms of appointment
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including remuneration were revised / modified by the shareholders in the Annual General Meeting held on 2 June 2011. Keeping in
view the excellent performance in the Ceramic division of the company under his dynamic leadership, it is proposed to pay to Mr. Chetan
Kajaria Joint 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
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proposed to revise the remuneration of Mr. Chetan Kajaria Joint Managing Director of the company w.e.f. 1 April 2012 for an un-expired
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tenure (i.e 1 April 2012 to 31 March 2015) of the appointment.
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