| ii) | SPECIAL RESOLUTIONS PASSED IN THE PREVIOUS THREE AGMs : | |
| a) | In the AGM on 1st July, 2010 : | |
| i) For according consent to Shri Deepak Tandon, a Director to hold a place of profit as Sr. President of Birla Tyres Sections of the Company and to draw salary plus all other allowance and benefit as per rules of the Company. | ||
| ii) To pay commission to the Directors of the Company at a rate of 1% of the net profits of the Company computed in the manner referred to in Section 198(1) of the said Act not exceeding Rs.50 Lac to be divided amongst them equally in every financial year for a period of five years w.e.f. 1st April, 2010 subject however further to such limit per annum as may be decided by the Board in that behalf from time to time. | ||
| b) | In the AGM on 26th June, 2009 : | |
| No Special Resolution was transacted. | ||
| c) | In the AGM on 26th June, 2008 : | |
| For increasing the commission to the Directors of the Company at the rate of 1% of the net profit of the company to be divided amongst them equally except Shri S. K. Parik subject to an amount to be decided by the Board every year not exceeding Rs.25 Lacs in every financial year computed as per Section 198(1) of the Companies Act, 1956 for the period of 3 years w.e.f. 1st April, 2007. | ||
| iii) | No Special Resolution was passed during the financial year ended 31st March, 2011 through Postal Ballot. | |
| iv) | Further, no Special Resolution is proposed to be conducted through Postal Ballot in the ensuing AGM. | |
| v) | DISCLOSURE FOR REAPPOINTMENT / APPOINTMENT OF DIRECTORS | |
| Resume and other information of the Directors retiring by rotation & appointed as required to be disclosed under Clause 49(IV)(G)(i) of the Listing Agreement is as under : | ||
| a) | Shri P. K. Choksey, is an eminent Chartered Accountant and is a respected professional in the accounting world for his expertise and experience. He is holding Directorship and membership in the Audit Committee and Shareholders'/Investors' Grievance Committee in Zensar Technologies Ltd. | |
| b) | Shri Amitabha Ghosh, is a member of The Institute of Chartered Accountants of India with rich experience in Finance, Banking and Administration extending over a period of six decades by virtue of his association with important institutions and committee. He held senior positions like Chairman and Managing Director of Allahabad Bank, Dy. Governor and Governor of Reserve Bank of India, He was also the Chairman of Reserve Bank of India Services Board. He served on the Board of RBI, Industrial Development Bank of India, National Institute of Banking Management, EXIM Bank as well as Deposit Insurance Corporation. He headed and was also member of a number of important committees set up by Govt. of India and Reserve Bank of India in the area of Finance, Banking and Foreign Exchange. He had the distinction of participating as panelist as well as addressing important programs organized by international bodies like IMF, SEANZA and UNCTAD etc. He is presently a director on the Boards of a number of reputed companies i.e. Century Leasing Co. Pvt. Ltd., Peninsula Land Ltd., Heidelberg Cement India Ltd., Joonktolle Tea & Industries Ltd., Orient Paper & Industries Ltd., Palit Consultancy Pvt. Ltd., Sahara Prime City Ltd., Sahara India Life Insurance Co. Ltd., Shreyas Shipping & Logistics Ltd., Shreyas Relay Systems Ltd., Shree Cement Ltd., Xpro India Ltd., Zenith Fibres Ltd., Sahara Infrastructure & Housing Ltd. and Sahara Hospitality Ltd. | |
| He is the chairman of the 'Audit Committees' of Sahara Prime City Ltd., Shreyas Shipping and Logistics Ltd., Orient Paper & Industries Ltd. Heidelberg Cement India Ltd. and Peninsula Land Ltd. and member of the "Audit Committee" of Sahara India Life Insurance Co. Ltd., Sahara Infrastructure & Housing Ltd. and Sahara Hospitality Ltd. and member of the "Remuneration Committee" of Peninsula Land Ltd. and Xpro India Ltd., member of the "Investment Committee" and "Risk & Assets Liability Management Committee of Sahara India Life Insurance Co. Ltd., member of the "Share Transfer and Shareholders / Investors Grievance Committee" of Heidelberg Cement India Ltd. and Trustee and member of Audit Committee of Sahara Mutual Fund. | ||
| c) | Shri K. C. Jain, a Bachelor of Commerce and member of The Institute of Chartered Accountants of India, has vast experience in finance, banking, and departmental / managerial dealings over a period of 45 years with the Company. He holds directorships in Mangalam Cement Ltd. and Gondkhari Coal Mining Ltd. as well as memberships in the Share Transfer Committee / Shareholders' Investors Grievance Committee / Buyback of Share Committee of Mangalam Cement Ltd. | |
| The shares held by the above Directors have already been disclosed under the caption Composition of Board of Directors under serial no.I. B(i) above, except Shri K. C. Jain, who came on the Board effective 15.04.2011, holds 2,695 shares of the Company. | ||
