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10. That the Jt. 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 theManaging Director in writing.
11. That the Jt. Managing Director shall have powers as delegated by the Board of Directors for the management and control of the
Company.
12. That the Jt. Managing Director acting as an officer of the company as defined under the CompaniesAct 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 companiesAct, 1956 or any other statute for the time being to be done by the Jt. Managing Director or required to
be done by the company in General Meeting or by the Directors.
13. That the Joint 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. Ashok Kajaria, Chairman & Managing Director and Mr. Rishi Kajaria, Joint Managing Director being
relatives of Mr. Chetan Kajaria andMr. Chetan 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.
4.
ITEMNO. 9
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Mr. Rishi 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 Vitrified division of the company under his dynamic leadership, it is proposed to pay to Mr. Rishi
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 proposed to
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revise the remuneration of Mr. Rishi Kajaria Joint Managing Director of the company w.e.f. 1 April 2012 for an un-expired tenure (i.e 1
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April 2012 to 31 March 2015) of the appointment.
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The terms and conditions of appointment of Mr. Rishi Kajaria, Joint Managing Director of the Company w.e.f 1 April 2012 for un-expired
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tenure (1 April 2012 to 31 March 2015) of his appointment are as follows:
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That the Joint Managing Director shall be entitled to the following remuneration w e f 1 April 2012:
1)
Salary
Rs 8,50,000 – 150,000 – 11,50,000 /- 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, Joint Managing 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.
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