17 December 2010
Proposed by Mr .....and seconded by Mr ........... the following Ordinary Resolution was passed unanimously, when put to vote:
“RESOLVED THAT in partial modification of the Resolution passed at the Extra-Ordinary General Meeting of the Company held on ............in respect of the terms of appointment of Mr. .......... as Whole-time Director of the Company and in accordance with the provisions of Sections 198, 309, 310 & 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, or any Statutory amendment or re-enactment thereof, and subject to such other approvals, as may be necessary, approval of the Company be and is hereby accorded for reappointing ............, Executive Director of the Company for the remaining period of his existing term commencing from ..........till ........... with the revised remuneration as set out herein below:
(1) SALARY: Rs..............per month.
(2) PERQUISITES & ALLOWANCES: In addition to the salary mentioned above,Mr. ...........shall be entitled for perquisites as given below: (i) Medical Reimbursement Rs. ..........- per month (ii) Leave Travel Allowance Leave Travel Allowance for .............and his dependent family members, subject to a ceiling of Rs. .......... .
Perquisites will be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rule, perquisites shall be evaluated at actual cost.
(3) PERFORMANCE INCENTIVE: Mr ..........shall be entitled for a performance incentive of a sum not exceeding Rs. .......... per annum as one time payment for the year ended ............. Such performance incentive shall form part of remuneration and shall be subject to the statutory and other approvals, if any, as may be required under the Companies Act, 1956. (4) In addition to the above remuneration, he shall also be entitled to the following:
(i) Telephone: Free telephone facility at residence and a Mobile Phone facility to be used for both business and personal purposes; (ii) Car: Car will be provided with the driver (iii) Club Membership Fees: Actual fees of club(s) Membership will be provided;
(5) MINIMUM REMUNERATION In the event of loss, absence or inadequacy of profits of the Company in any financial year during the tenure of Mr. .......... the aforesaid remuneration shall be paid to him by the Company as Minimum Remuneration subject to the statutory and other approvals as may be required under the Companies Act, 1956.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to alter or vary the terms of appointment of the Executive Director including remuneration, as it may, at its discretion, deem fit, from time to time, provided however that the increased remuneration shall not exceed the limits specified in Schedule XIII to the Companies Act 1956, or any Statutory amendment or re-enactment thereof”.
“RESOLVED FURTHER THAT in the event of any statutory amendment or modifications or relaxation by the Central Government in Schedule XIII to the Companies Act, 1956, the Board of Directors be and are hereby authorised to vary or increase the remuneration, including the salary, perquisites, allowances etc. within such prescribed limit or ceiling without any further reference to the Company in General Meeting”.
“RESOLVED FURTHER THAT the aggregate of the salary, perquisites, allowances and Performance Incentive together as payment of remuneration to Mr. ............, Executive Director, shall be subject to the overall ceilings laid down under Sections 198 and 309 of the Companies Act, 1956 and other applicable provisions of the said Act”.
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”