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AMINES & PLASTICIZERS LTD




               self and family subject to a ceiling of one month’s  incurred by him for the business of the Company.He
               salary in a year or three months’ salary over a    is also entitled to any loyalty benefit program,
               periodofthreeyears.                                keyman insurance policies as may be decided by the
                                                                  Boardfromtimetotime.
            v) LeaveTravelConcession–Forselfandfamilyonce
               inayearaccordingtotherulesoftheCompany.            Subject to the superintendence and control of the
                                                                  Board of Directors, he shall be responsible for the
            vi) Club fees - Fees of clubs,subject to a maximum of
                                                                  day-to-day management of the affairs of the
               two clubs but this will not include admission and
                                                                  Company.
               lifemembershipfees.
                                                                  The overall remuneration payable shall not exceed
            vii)Personal Accident Insurance – Premium not to
                                                                  `1.68Croresperannum.
               exceed 20,000/-inayear.`
                                                                  RESOLVED FURTHER THAT by virtue of powers
               Explanation-Family means the spouse and the
               dependent children of the Chairman        &        vested in him and as required under Section 203 of
                                                                  the Companies Act,2013,Mr.Hemant Kumar Ruia be
               ManagingDirector.
                                                                  also entrusted the role of Chief Executive Officer of
        CATEGORY‘B’                                               theCompany.

            The Chairman &  Managing Director shall also be       RESOLVED FURTHER THAT the Board be and is
            eligible to the following perquisites,which shall not  hereby authorized at its discretion from time to time
            be included in the computation of the ceiling         to fix the actual remuneration and/or perquisites of
            for the purpose of remuneration or minimum            Mr. Hemant Kumar Ruia and revise such
            remuneration.                                         remuneration and/ or perquisites from time to
            a) Contributionto Superannuation Fund or Annuity      time within the statutory limits and to vary/
               Fund to the extent these either singly or taken    modify/ amend the terms and conditions of the
               together are not taxable under the Income Tax      reappointment from time to time as may be agreed
               Act,1961.                                          tobytheBoardandMr.HemantKumarRuia.
            b) Gratuity payable at a rate not exceeding half a    RESOLVED FURTHER THAT the aforesaid
               month’ssalaryforeachcompletedyearofservice.        remunerationshallbepayableforaperiodof(Three)
                                                                  3yearsfromthedateofre-appointmentandshallbe
            c) EncashmentofLeaveattheendofthetenure.
                                                                  revised thereafter with the approval of the members
        CATEGORY‘C’                                               of the Company or such authority as may be
            Provision of Car for use on Company’s business and    required.
            telephone at residence will not be considered as      RESOLVED FURTHER THAT the Board of Directors
            perquisites.                                          or Company Secretary of the Company, be and are
            In case of loss or inadequacy of profits in any       hereby severally authorised to make necessary
            financial year, the Chairman &  Managing Director     application if any to such Authorities, as may be,
            will be entitled to a minimum remuneration by way     required, for seeking its approval to the said
            of salary and perquisites as specified above subject  appointment and to do all such acts,deeds,matters
            to the limits specified in that regard in ScheduleV to  and things as may be necessary,proper or expedient
            the Companies Act, 2013 or as amended from time       forthepurposeofgivingeffecttothisresolutionand
            totime.                                               for matters connected therewith or incidental
                                                                  thereto.”
            Mr. Hemant Kumar Ruia will not be entitled to any
            sitting fees for attending meetings of the Board of  9. Revision in remuneration of Mr. Yashvardhan
            Directors or Committees thereof. He shall not be      Ruia(DIN:00364888)  , ExecutiveDirector.
            liable to retire by rotation. The Company shall       To consider and, if thought fit, to pass, with or
            reimburse to the Chairman &  Managing Director,       withoutmodification(s)thefollowingresolutionasa
            entertainment, traveling and all other expenses       SpecialResolution :



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