| SPECIAL BUSINESS | |||
| To consider and if thought fit, to pass with or without modification(s), the following resolutions as Special Resolutions: | |||
| 8. | b) | RESOLVED that subject to the approval of Central Government and 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 and ratifies the remuneration of Rs. 79,97,175 (excluding PF & Superannuation contributions and gratuity of Rs. 18,43,501) including the perquisites and other amenities paid/ payable to Shri Deepak Tandon as the minimum remuneration during the period of his office as Whole-time Director of the Company for the financial year ended 31.03.2011 and further proportionate amount to be paid for the period from 01.04.2011 to 14.04.2011 in terms of the approval of Shareholders given earlier even in excess of the limits prescribed in Schedule XIII of the Act due to loss in the Company for the financial year ended 31.03.2011." | |
| 9. | "RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311, 316 and all other applicable provisions, if any, of the Companies Act, 1956, read with Schedule XIII thereto and article 139A of the Articles of Association of the Company and all guidelines for managerial remuneration issued by the Central Government from time to time, the Company approves the appointment by the Board of Directors (Board) of Shri K. C. Jain as Whole-time Director at the following terms & conditions, notwithstanding the fact that he is also Managing Director of Mangalam Cement Ltd, for a period of three years with effect from 15th April, 2011 with liberty to either party to terminate the appointment on three months' notice in writing to the other or the notice pay in lieu thereof, 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 and/or otherwise as may be permissible by law or Central Government in this behalf, viz: | ||
| a) | Basic Salary & Allowance per month: | ||
| i) | Basic Salary: Rs. 6,00,000; | ||
| ii) | Special Allowance: Rs. 2,40,000; | ||
| with authority to the Board of Directors/any Committee thereof/Chairman of the Board to make annual increments in basic salary and Special Allowance aforesaid (Basic salary not exceeding Rs. 7,00,000 per month and Special Allowance not exceeding Rs. 3,00,000 per month) from time to time as may be deemed fit and appropriate. | |||
| b) | Perquisites and other amenities: | ||
| i) | House Rent Allowance, Ex-gratia, reimbursement of Leave Travel & Medical expenses for self and family: As per the Rules of the Company; | ||
| ii) | Company's contributions towards Provident Fund & Superannuation Fund, Leave with full pay and allowances/encashment and Gratuity: As per the Rules of the Company; | ||
| iii) | Cars: Chauffeur-driven cars provided and maintained by the Company in relation to Company's business. Any personal use of car to be billed separately by the Company; | ||
| iv) | Entertainment Expenses: Reimbursement of entertainment and all other expenses incurred for the business of the Company on actual basis; | ||
| v) | Communication facility at residence: Telephone, telefax and other modern communication facilities at residence in relation to the business of the Company, any personal calls to be billed by the Company. | ||
