| B. | SPECIAL BUSINESS : | |||
| To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution : | ||||
| 9. | "RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 311 and all other applicable provisions, if any, of the Companies Act, 1956 ("the Act"), including any amendments to, or re-enactment thereof, and subject to such approvals, if any, as may be necessary including that of the Central Government, the Company hereby approves the re-appointment of Shri K.C.Jain as a Whole-time Director for a period of three years effective 1st April, 2012 upon terms as to remuneration as set out herein below with liberty to the Board of Directors, including a Committee thereof, to alter the terms in such manner as may be in the best interest of the Company, subject, however, to the provisions of the Act, viz : | |||
| a) | Basic Salary & Allowances : not exceeding Rs. 25,00,000 per month as may be fixed by the Board of Directors, including any Committee thereof, from time to time. | |||
| b) | Perquisites : | |||
| 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 contribution towards Provident Fund & Superannuation Fund, Leave with full pay and allowances/encashment and Gratuity : As per the Rules of the Company; | |||
| iii) | Car : Chauffeur driven car to be provided and maintained by the Company in relation to the Company's business. Any personal use of car to be billed separately by the Company; | |||
| iv) | Communication facility at residence : Telephone, telefax and other modern communication facilities at residence in relation to the business of the Company. Any personal usage will, however, be to the account of the individual. | |||



