| NOTICE is hereby given that the Ninety-first Annual General Meeting of KESORAM INDUSTRIES LIMITED will be held on Thursday, the 1st July, 2010 at 11.00 a.m. at "Kala-Kunj", 48, Shakespeare Sarani, Kolkata -700017, to transact the following business: | |||
| GENERAL BUSINESS | |||
| 1. | To consider and adopt the Reports of the Auditors and the Directors and the Audited Accounts of the Company for the year ended 31st March, 2010. | ||
| 2. | To confirm the payment of Interim Dividend on Ordinary Shares declared by the Board of Directors in its meeting held on 30th October, 2009. | ||
| 3. | To declare final Dividend on Ordinary Shares for the year ended 31st March, 2010. | ||
| 4. | To appoint Directors in place of Shri.K. G. Maheshwari and Shri G. B. Pande, who retire by rotation and being eligible, offer themselves for re-election. | ||
| 5. | To appoint Auditors and fix their remuneration. | ||
| SPECIAL BUSINESS | |||
| To consider and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolutions: | |||
| 6. | “RESOLVED that superseding the earlier resolution passed without prejudice to the powers of the Board of Directors of the Company under the provisions of Section 293(1)(e) of the Companies Act, 1956, the Board be and is hereby authorized to contribute to charitable and other funds not directly related to the business of the Company or the welfare of its employees up to a sum of Rupees twenty five lac in each case, subject to maximum of Rupees two crore in a financial year of the Company notwithstanding that the aggregate of such contribution made during that financial year may exceed five percent of its three years’ average profits as determined in the manner laid down in the aforesaid section.” | ||
| 7. | “RESOLVED that Shri Deepak Tandon, who vacates office at the conclusion of this Annual General Meeting, be and is hereby appointed a Director of the Company, whose office shall not be liable to retirement by rotation. | ||
| FURTHER RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311 and all other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII thereto and all guidelines for managerial remuneration issued by the Central Government from time to time, the Company hereby approves the appointment by the Board of Directors (“the Board”) of Shri Deepak Tandon as Whole-time Director of the Company for a period of five years with effect from 1st April, 2010, with liberty to either party to terminate the appointment on three months’ notice in writing to the other, upon the following terms as to remuneration as set out hereafter and with further liberty to the Board of Directors / any Committee thereof / Chairman of the Board from time to time to alter the said terms in such manner as may be in the best interests of the Company, subject however to the restrictions, if any, contained in the Companies Act, 1956, including Schedule XIII thereto as amended up to date or otherwise as may be permissible by law, viz.: | |||
| A. | Basic Salary & Allowance per month: | ||
| i. | Basic Salary : Rs. 3,00,000/-; | ||
| ii. | Special Allowance : Rs 70,000/-; | ||
| with authority to the Board of Directors/any Committee thereof/Chairman of the Board to make annual increments in basic salary and aforesaid Special Allowance (Basic salary not exceeding Rs.10,00,000/- per month and aforesaid Special Allowance not exceeding Rs. 5,00,000/- per month) from time to time as may be deemed fit and appropriate. | |||
