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Caprolactam Chemicals Ltd.

BSE: 507486 Sector: Industrials
NSE: N.A. ISIN Code: INE470N01010
BSE LIVE 13:22 | 28 Oct Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.16
PREVIOUS CLOSE 11.59
VOLUME 85
52-Week high 12.16
52-Week low 5.75
P/E 202.67
Mkt Cap.(Rs cr) 5.59
Buy Price 12.16
Buy Qty 215.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.16
CLOSE 11.59
VOLUME 85
52-Week high 12.16
52-Week low 5.75
P/E 202.67
Mkt Cap.(Rs cr) 5.59
Buy Price 12.16
Buy Qty 215.00
Sell Price 0.00
Sell Qty 0.00

Caprolactam Chemicals Ltd. (CAPROLACTAMCHEM) - Chairman Speech

Company chairman speech

1. To receive consider and adopt the Audited Accounts for the financial year ended 31stMarch 2015 along with the Reports of the Directors and Auditors thereon.

2. To appoint M/s. L J Kothari & Co. Chartered Accountants Mumbai (FRN 105313W)as statutory auditors of the Company to hold office till the conclusion of 31stAnnual General Meeting to be held in the calendar year 2020 and authorize the Board to fixtheir remuneration.

SPECIAL BUSINESS:

3. To consider and if thought fit to pass with or without modification the followingresolution as an 'Ordinary Resolution':

"RESOLVED THAT pursuant to the provisions of section 196 197 203 andSchedule V of the Companies Act 2013 and the rules made thereunder (including anystatutory modifications or re-enactment thereof for the time being in force) the consentof the Company be and is hereby accorded to the re-appointment of and payment ofremuneration to Mrs. Zaver S Bhanushali (having DIN 00663374) as Managing Director for afurther period of five years effective from 01st August 2015 on the followingterms and conditions

Basic salary: 55000/- per month (from 01st August 2015 till March 312016) with an annual increment not exceeding 30%.

Fixed Dearness allowance: 30% of the salary amount.

Incentive Bonus/Commission: The appointee will be paid such amount by way ofincentive bonus and/or commission in addition to the salary and perquisite payablecalculated with reference to the net profit of the Company in a particular financial yearas may be determined by the Board of Directors of the Company at the end of the financialyear subject to the overall ceilings stipulated under section 197 of the Act and/orSchedule V as may be applicable from time to time.

Perquisites - Category "A"

a) Medical Reimbursement: 8.33% of the basic salary per month towards medicalexpenses for self and family.

b) Leave Travel Allowance: the yearly payment in the form of allowance shall beequivalent to one month's basic salary.

c) The Company shall provide Group Insurance Scheme in accordance with the Rules andRegulation of the Company. Explanation: Family means the spouse dependent children andparents of the appointee.

Category "B"

The following will not be considered as perquisites:

a) Contributions by the Company to Provident Fund and Superannuation Fund to the extentthese either singly or put together are not taxable under the Income-Tax Act 1961.

b) Payment of gratuity subject to an amount equal to half month's salary for eachcompleted year of service.

c) Encashment of Leave as per the Company's rules at the end of tenure.

d) Provisions of car with driver for use on the Company's business and telephone andother communication facility at residence. However personal long distance calls and useof car for private purpose shall be billed by the Company.

Other terms and Conditions:

a) Minimum Remuneration: In the event of loss or inadequacy of profits in anyfinancial year during the currency of tenure of service the appointee shall be paid theabove remuneration and perks as the Minimum Remuneration subject however to the overalllimits as per provisions contained in Schedule V to the Companies Act 2013 including anystatutory modification or re-enactment thereof as may for the time being be in force.

b) Leave: in accordance with the Rules and Regulation of the Company.

c) Sitting fee: Mrs. Zaver S Bhanushali shall not be entitled to sitting fee forattending meetings of the Board of Directors or Committees thereof.

RESOLVED FURTHER THAT Mrs. Zaver S Bhanushali is appointed as a Managing Directoron Board liable to retire by rotation.

"RESOLVED FURTHER THAT the Board of Directors (on the recommendations ofNomination and Remuneration Committee) be and are hereby authorized to alter and varyterms and conditions of appointment including remuneration as may be agreed to by theBoard of Directors and Mrs. Zaver S Bhanushali but so as not to exceed the limitsspecified in Schedule V of the Companies Act 2013 or any amendment thereto or enactmentsthereof with effect from such date as may be decided by it."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized todo all acts deeds matters and things as may be considered necessary desirable orexpedient to give effect to this resolution."

4. To consider and if thought fit to pass with or without modification the followingresolution as an 'Ordinary Resolution':

"RESOLVED THAT pursuant to the provisions of section 196 197 203 andSchedule V of the Companies Act 2013 and the rules made thereunder (including anystatutory modifications or re-enactment thereof for the time being in force) the consentof the Company be and is hereby accorded to the appointment of and payment of remunerationto Mr. Siddharth S. Bhanushali (having DIN 01721586) as a whole-time Director for a periodof five years effective from 01st April 2015 on the following terms andconditions

Basic salary: 49000/- per month (from 01st April 2015 till March 312016) with an annual increment not exceeding 30%.

Fixed Dearness allowance: 30% of the salary amount.

Incentive Bonus/Commission: The appointee will be paid such amount by way ofincentive bonus and/or commission in addition to the salary and perquisite payablecalculated with reference to the net profit of the Company in a particular financial yearas may be determined by the Board of Directors of the Company at the end of the financialyear subject to the overall ceilings stipulated under section 197 of the Act and/orSchedule V as may be applicable from time to time.

Perquisites - Category "A"

a) Medical Reimbursement: 8.33% of the basic salary per month towards medicalexpenses for self and family.

b) Leave Travel Allowance: the yearly payment in the form of allowance shall beequivalent to one month's basic salary.

c) The Company shall provide Group Insurance Scheme in accordance with the Rules andRegulation of the Company. Explanation: Family means the spouse dependent children andparents of the appointee.

Category "B"

The following will not be considered as perquisites:

a) Contributions by the Company to Provident Fund and Superannuation Fund to the extentthese either singly or put together are not taxable under the Income-Tax Act 1961.

b) Payment of gratuity subject to an amount equal to half month's salary for eachcompleted year of service.

c) Encashment of Leave as per the Company's rules at the end of tenure.

d) Provisions of car with driver for use on the Company's business and telephone andother communication facility at residence. However personal long distance calls and useof car for private purpose shall be billed by the Company.

Other terms and Conditions:

a) Minimum Remuneration: In the event of loss or inadequacy of profits in anyfinancial year during the currency of tenure of service the appointee shall be paid theabove remuneration and perks as the Minimum Remuneration subject however to the overalllimits as per provisions contained in Schedule V to the Companies Act 2013 including anystatutory modification or re-enactment thereof as may for the time being be in force.

b) Leave: in accordance with the Rules and Regulation of the Company.

c) Sitting fee: Mr. Siddharth S. Bhanushali shall not be entitled to sitting feefor attending meetings of the Board of Directors or Committees thereof.

RESOLVED FURTHER THAT Mr. Siddharth S. Bhanushali is appointed as a whole timeDirector on Board liable to retire by rotation.

"RESOLVED FURTHER THAT the Board of Directors (on the recommendations ofNomination and Remuneration Committee) be and are hereby authorized to alter and varyterms and conditions of appointment including remuneration as may be agreed to by theBoard of Directors and Mr. Siddharth S. Bhanushali but so as not to exceed the limitsspecified in Schedule V of the Companies Act 2013 or any amendment thereto or enactmentsthereof with effect from such date as may be decided by it."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized todo all acts deeds matters and things as may be considered necessary desirable orexpedient to give effect to this resolution."

5. To consider and if thought fit to pass with or without modification the followingresolution as an 'Ordinary Resolution':

"RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and anyother applicable provisions of the Companies Act 2013 and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV to the Companies Act 2013 and clause 49 of the ListingAgreement Mr. Vikram P. Adagale (having DIN 02085562) and in respect of whom the companyhas received a notice in writing from a member proposing his candidature for the office ofdirector be and is hereby appointed as an Independent Director of the Company to holdoffice for 4 (four) consecutive years for a term up to the conclusion of 30thAnnual General Meeting of the Company to be held in the calendar year 2019 and that hisoffice as Independent Director shall not be subject to retirement by rotation.

6. To consider and if thought fit to pass with or without modification the followingresolution as an 'Ordinary Resolution':

"RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and anyother applicable provisions of the Companies Act 2013 and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV to the Companies Act 2013 and clause 49 of the ListingAgreement Mr. Rajesh P. Mange (having DIN 01389705) and in respect of whom the companyhas received a notice in writing from a member proposing his candidature for the office ofdirector be and is hereby appointed as an Independent Director of the Company to holdoffice for 4 (four) consecutive years for a term up to the conclusion of 30thAnnual General Meeting of the Company to be held in the calendar year 2019 and that hisoffice as Independent Director shall not be subject to retirement by rotation.

7. To consider and if thought fit to pass with or without modification the followingresolution as an 'Ordinary Resolution':

"RESOLVED THAT pursuant to the provisions of Sections 149 150 152 and anyother applicable provisions of the Companies Act 2013 and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV to the Companies Act 2013 and clause 49 of the ListingAgreement Mr. Vasant L Mange (having DIN 02685522) and in respect of whom the company hasreceived a notice in writing from a member proposing his candidature for the office ofdirector be and is hereby appointed as an Independent Director of the Company to holdoffice for 4 (four) consecutive years for a term up to the conclusion of 30thAnnual General Meeting of the Company to be held in the calendar year 2019 and that hisoffice as Independent Director shall not be subject to retirement by rotation.

Registered Office: For and on behalf of the Board
B/31 MIDC Mahad
Distt. - Raigad - 402302 Sd/-
CIN: L24110MH1988PLC049683 Zaver S Bhanushali
Date: 14th August 2015 Managing Director
Place: Mahad

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