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AMINES & PLASTICIZERS LTD




            specified in that regard in Schedule V to the         andintheordinarycourseofbusinessatarmslength
            Companies Act, 2013 or as amended from time to        with related parties following provisions of Section
            time.                                                 188 of the Companies Act, 2013 (the Act) read with
                                                                  Companies(MeetingsofBoardanditsPowers)Rules,
            Mr. Yashvardhan Ruia will not be entitled to any
            sitting fees for attending meetings of the Board of   2014 and other applicable provisions, also those in
                                                                  SEBI (Listing Obligations and Disclosure
            DirectorsorCommitteesthereof.Heshallbeliableto
                                                                  Requirements) Regulations, 2015 (hereinafter
            retire by rotation. The Company shall reimburse to
            the Executive Director,entertainment,traveling and    referred to as “SEBI (LODR) Regulations, 2015”)
                                                                  (including any statutory modification(s) or re-
            all other expenses incurred by him for the business
                                                                  enactmentthereofforthetimebeinginforce)andin
            of the Company. He is also entitled to any loyalty
                                                                  connection therewith, the Board may take such
            benefit program, keyman insurance policies as may
                                                                  steps as may be necessary for and on behalf of the
            be decided by the Board / Company from time to
                                                                  Company.”
            time.
                                                              11. RatificationofRemunerationtoCostAuditors
            The overall remuneration payable shall not exceed
            `50,00,000/-perannum.                                 To consider and, if thought fit, to pass, with or
                                                                  without modification(s) the following resolution as
            RESOLVED FURTHER THAT the Board be and is
                                                                  anOrdinaryResolution :
            hereby authorized at its discretion from time to time
            to fix the actual remuneration and/or perquisites of  “RESOLVED THAT pursuant to the provisions of
            Mr.Yashvardhan Ruia and revise such remuneration      Section148 and other applicableprovisions,ifany of
            and/ or perquisites from time to time within the      the Companies Act,2013 and the Companies (Audit
            Statutory limits and to vary/ modify/ amend the       & Auditors) Rules, 2014 as amended from time to
            terms and condition of the appointment from time      time, M/s A G Anikhindi & Co., Cost Accountants
            to time as may be agreed to by the Board and Mr.      (Firm Registration No. 100049), Kolhapur appointed
            YashvardhanRuia.                                      bytheBoardofDirectorsasCostAuditorstoconduct
                                                                  the audit of the cost records of the Company for the
            RESOLVED FURTHER THAT the aforesaid
                                                                  Financial Year ending March 31, 2020 be paid a
            remuneration shall be payable from 01st April,2019
                                                                  remuneration of ` 2,15,000/- (Rupees Two Lakhs
            for the remaining of the period of his present
                                                                  FifteenThousandonly)asalsothepaymentofGoods
            appointmenti.etill31stMay,2020.
                                                                  andServiceTaxasapplicableandre-imbursementof
            RESOLVED FURTHER THAT the Board of Directors          out of pocket expenses incurred in connection with
            or Company Secretary of the Company, be and are       theaforesaidaudit”.
            hereby severally authorised to make necessary
                                                              12. ApprovalofChargesforServiceofDocumentson
            application if any to such authorities, as may be
                                                                  the Shareholders :
            required, for seeking its approval to the said
            appointment and to do all such acts,deeds,matters     Toconsiderandifthoughtfit,topass,withorwithout
            and things as may be necessary,proper or expedient    modification(s), the following Resolution as an
            forthepurposeofgivingeffecttothisresolutionand        OrdinaryResolution :
            for matters connected therewith or incidental
                                                                  “RESOLVED THAT pursuant to the provisions of
            thereto.”
                                                                  Section 20 of the Companies Act 2013 and other,
        10. ApprovalofRelatedPartyTransactions.                   applicable provisions, if any, of the said Act and
                                                                  relevant rules prescribed there under, whereby a
            Toconsiderandifthoughtfit,topasswithorwithout
            modification(s), the following resolution as an       document may be served on any shareholder by the
                                                                  Company by sending it to him by post or by
            OrdinaryResolution:
                                                                  registered post or by speed post or by courier or by
            “RESOLVED THAT authority is hereby delegated to       electronic or other mode as may be prescribed, the
            the Board of Directors of the Company to enter into   consent of the shareholders be and is hereby
            transactions, including those repetitive in nature    accorded to charge from the member the fee in


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                                                                                                      NOTICE
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