Draft Board Resolution

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Himani (Querist)

25 November 2009 Could any one please provide me with the draft resolution for constituting Remuneration and Investor Grievance Commitee.

Thanks in advance

Himani

Ankur Garg

Ankur Garg (Expert)

25 November 2009 CONSTITUTION OF REMUNERATION COMMITTEE

The board was informed regarding the requirement of constitution of Remuneration Committee ______________________________ The Board took note of the information furnished and after discussion passed the following resolution unanimously:

“RESOLVED THAT pursuant to Schedule XIII and other relevant provisions of the Companies Act, 1956 a Remuneration Committee of the Company be and is hereby constituted to perform the following functions with regard to remunerations of managerial personnel:

1.
2.

RESOLVED FURTHER THAT Mr. Aman Jain, Mr. Puneet Kumar and Dr. Anu Sharma, directors of the company shall constitute the Remuneration Committee which shall meet periodically, as it may deem fit.

RESOLVED FURTHER THAT Mr. Aman Jain shall act as Chairman of the Remuneration Committee and attend the Annual General Meeting of the Company to furnish clarifications to the shareholders on any matter relating to Remuneration.

RESOLVED FURTHER THAT the quorum necessary for a meeting of the Remuneration Committee shall be two directors.”

Ankur Garg

Ankur Garg (Expert)

25 November 2009 CONSTITUTION OF INVESTORS GRIEVANCE COMMITTEE

The board was informed regarding the requirement of constitution of Investors Grievance Committee ______________________________ The Board took note of the information furnished and after discussion passed the following resolution unanimously:

RESOLVED THAT pursuant to the Clause-49 of the Listing Agreement and other relevant provisions of the Companies Act, 1956 an Investors Grievance Committee of the Company be and is hereby constituted to perform the following functions with regard to investor:

a) Power to approve share transfers,
b) Power to approve Share transmission,
c) Power to issue duplicate shares certificates,
d) Power to approve and issue fresh share certificate by way of split or consolidation of the existing certificate or in any other manner,
e) To monitor the resolution of all types of shareholders/investors grievances and queries periodically,

f) Power to allot shares, equity or preference, fully or partly convertible debentures, or other financial instruments convertible into equity shares at a later date in demat or physical mode , the issue of which has been approved by the Board of Directors of the Company,

g) Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting,

RESOLVED FURTHER THAT Mr. Aman Jain, Mr. Puneet Kumar and Dr. Anu Sharma, directors of the company shall constitute the Investors Grievance Committee Committee which shall meet periodically, as it may deem fit.

RESOLVED FURTHER THAT Mr. Aman Jain shall act as Chairman of the Investors Grievance Committee Committee and attend the Annual General Meeting of the Company to furnish clarifications to the shareholders on any matter relating to Investors Grievance.

RESOLVED FURTHER THAT the quorum necessary for a meeting of the Investors Grievance Committee shall be two directors.

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