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Control Print Ltd.

BSE: 522295 Sector: Industrials
NSE: CONTROLPR ISIN Code: INE663B01015
BSE LIVE 15:40 | 06 Dec 238.65 0.35
(0.15%)
OPEN

238.00

HIGH

242.00

LOW

237.00

NSE LIVE 15:40 | 06 Dec 238.75 -1.25
(-0.52%)
OPEN

237.15

HIGH

242.90

LOW

236.20

OPEN 238.00
PREVIOUS CLOSE 238.30
VOLUME 2089
52-Week high 424.00
52-Week low 226.00
P/E 15.77
Mkt Cap.(Rs cr) 373.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 238.00
CLOSE 238.30
VOLUME 2089
52-Week high 424.00
52-Week low 226.00
P/E 15.77
Mkt Cap.(Rs cr) 373.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Control Print Ltd. (CONTROLPR) - Chairman Speech

Company chairman speech

1. To receive consider and adopt:

a) the Audited Financial Statement of the Company together with the Reports of theDirectors and Auditors for the financial year ended 31st March 2015; and

b) the Audited Consolidated Financial Statement of the Company together with AuditorsReport for the financial year ended 31st March 2015.

2. To confirm the payment of Interim Dividend of ' 2/- (Rupees Two Only) anddeclare final dividend of ' 2/- (Rupees Two Only) per equity share of the face value of '10/- each for the Financial Year ended 31st March 2015.

3. To appoint a Director in place of Mr. Shiva Kabra (DIN: 00190173) who retiresby rotation and being eligible offers himself for re-appointment.

4. To consider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139 to 142 and other applicable provisionsof the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 theappointment of M/s. Dosi & Jain Chartered Accountants having Firm Registration No.112435W as the Statutory Auditors of the Company be and is hereby ratified for the year2015-16 who were appointed by the members at the Twenty-third Annual General Meeting heldon 12th September 2014 to hold the office of the auditors upto 26thAnnual General Meeting at remuneration to be mutually agreed between the Auditor and theBoard of Directors.”

SPECIAL BUSINESS:

5. To appoint Ms. Nyana Sabharwal (DIN: 02997515) as Director.

To consider and if thought fit to pass with or without modifications the followingresolution as an Ordinary Resolution:

“RESOLVED THAT Ms. Nyana Sabharwal (DIN: 02997515) who was appointed as anAdditional Director of the Company by the Board of Directors with effect from 1stOctober 2014 and who holds office upto the date of this Annual General Meeting and inrespect of whom the Company has received notice in writing from a member under Section 160of the Companies Act 2013 proposing her candidature for the office of Director be and ishereby appointed as a Director of the Company whose term of office shall be liable toretire by rotation”.

6. To appoint Ms. Nyana Sabharwal (DIN: 02997515) as Whole-time Director.

To consider and if thought fit to pass with or without modifications the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196 and 197 read with theSchedule V and other applicable provisions if any of the Companies Act 2013 (includingany statutory modifications or re-enactment thereof for the time being in force) approvalof the members of the company be and is hereby accorded to appoint Ms. Nyana Sabharwal(DIN: 02997515) as the Whole-time Director of the Company and designated as Key ManagerialPersonnel pursuant to provisions of Section 203 of the Companies Act 2013 w.e.f 1stOctober 2014 for a period of three years on the terms and conditions as approved by theNomination and Remuneration Committee of the Board and set out in the ‘Agreement forappointment of Whole-time Director’ dated 10th December 2014 entered intoby the Company with Ms. Nyana Sabharwal which are as follows:.

A. SALARY:

' 70000/- (Rupees Seventy Thousand only) per month with such increases as may bedecided by the Board of Directors from time to time.

B. HOUSE RENT ALLOWANCE:

The Whole-time Director shall be entitled to the House Rent Allowance of ' 40000/-(Rupees Forty Thousand only) per month.

C. PERQUISITES:

a) Medical Reimbursement: Reimbursement of medical expenses incurred whether in Indiaor abroad including premium paid on health insurance policies for self and familyincluding hospitalization Surgical charges nursing charges and domiciliary charges forself and family.

b) Leave Travel Concession: For self and family every year incurred towards travelundertaken in India or abroad.

c) Club Fees: Fees of clubs subject to a maximum of 2 clubs.

d) Personal Accident Insurance/ Group Life Insurance: Premium shall be paid as perRules of the Company.

e) Provident Fund / Pension: Contribute to Provident Fund and Pension Fund as per theEmployees’ Provident Funds and Miscellaneous Provisions Act 1952.

f) Gratuity: Gratuity payable shall be in accordance with the provision of the Paymentof the Gratuity Act 1972.

g) Use of Car with Driver for Company’s business.

h) Telephone Internet & Fax facility shall be provided at the Whole-timeDirector’s residence.

i) Leave encashment of unavailed leave as per the rules of the Company.

D. COMMISSION:

Such remuneration by way of commission in addition to the salary perquisites andallowances payable calculated with reference to the net profits of the Company in aparticular financial year as may be determined by the Board of Directors of the Company atthe end of each financial year subject to the overall ceilings stipulated in Sections 197and 198 of the Companies Act 2013.

The aggregate remuneration inclusive of salary perquisites and commission payable toWhole-time Director shall always be subject to the overall ceiling laid down in Sections197 and 198 and other applicable provisions of the Companies Act 2013.

E. VALUATION OF PERQUISITES:

Perquisites / Allowances shall be valued as per Income-tax Rules wherever applicableand in the absence of any such rules shall be valued at actual cost.

F. MINIMUM REMUNERATON:

The remuneration as determined aforesaid from time to time shall be paid and theperquisites provided to the Whole-time Director as minimum remuneration in the event ofloss or inadequacy of profits in any financial year be subject to such limits as may beprescribed in Section II of the said Part II of Schedule V of the Companies Act 2013from time to time.

RESOLVED FURTHER THAT Ms. Nyana Sabharwal (DIN: 02997515) Whole-time Director willalso be entitled for the reimbursement of actual entertainment travelling boarding andlodging expenses incurred by her in connection with the Company’s business and suchother benefits/ amenities and other privileges as any from time to time be available toother Senior Executives of the Company.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Companybe and is hereby authorized to do all necessary acts deeds and things which may beusual expedient or proper to give effect to the above resolution.”

7. To increase remuneration of Mr. Shiva Kabra (DIN: 00190173) Whole-time Directorof the Company.

To consider and if thought fit to pass with or without modifications the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196 197 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof) read with Schedule V to theCompaniesAct 2013 and in partial modification ofthe relevant resolution passed at theTwenty-second Annual General Meeting of the Company held on 12th August 2013approval of the shareholders of the Company be and is hereby accorded to the revision inthe remuneration of Mr. Shiva Kabra (DIN: 00190173) Whole-time Director of the Companyas recommended by the Nomination and Remuneration committee to ' 350000/- (Rupees ThreeLakh Fifty Thousand only) per month for the remaining period of his tenure i.e. upto31.03.2016.

RESOLVED FURTHER THAT except for the aforesaid revision in salary all other termsand conditions of his appointment as the Whole-time Director of the Company as approvedby the shareholders resolution passed at the Twenty-second Annual General Meeting held on12th August 2013 shall remain unchanged. RESOLVED FURTHER THAT the Boardof Directors be and is hereby authorized to alter or vary the scope of remuneration of Mr.Shiva Kabra Whole-time Director including the monetary value thereof to the extentrecommend by the Nomination and Remuneration Committee from time to time as may beconsidered appropriate subject to the overall limits specified in the Companies Act2013.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Companybe and are hereby authorized to do all necessary acts deeds and things which may beusual expedient or proper to give effect to the above resolution.”

8. To re-appoint Mr. Basant Kabra (DIN: 00176807) as Managing Director.

To consider and if thought fit to pass with or without modifications the followingresolution as Special Resolution:

“RESOLVED THAT pursuant to Section 196 197 203 and other applicableprovisions of the Companies Act 2013 read with Part I (c) of Schedule V of the CompaniesAct 2013 the approval of the members of the Company be and is hereby accorded forre-appointment of Mr. Basant Kabra (DIN : 00176807) as Managing Director of the Companyw.e.f 1st January 2016 for a period of three years till 31stDecember 2018 upon the terms and conditions including remuneration as recommended by theNomination and Remuneration Committee as specified in the resolution to be passed by theshareholders at this 24th Annual General Meeting of the Company and shall beentitled to the remuneration as passed in the above stated resolution.”

A. SALARY:

' 225000/- (Rupees Two Lakh Twenty five thousand only) per month with such increasesas may be decided by the Board of Directors from time to time.

B. PERQUISITES:

a. Housing: Furnished accommodation to be provided by the Company. The expenditureincurred by the Company on gas electricity water and furnishing shall be valued as perthe Income Tax Rules 1962.

b. Medical Reimbursement: Reimbursement of medical expenses incurred whether in India

or abroad including premium paid on health insurance policies for self and familyincluding hospitalization surgical charges nursing charges and domiciliary charges forself and family.

c. Leave Travel Concession: For self and family every year towards travel undertakenin India or abroad.

d. Club Fees: Fees of clubs subject to the maximum of three clubs.

e. Personal Accident Insurance / Group Life Insurance: Premium shall be paid as per theRules of the Company.

f. Provident /Pension Fund: Contribution to Provident Fund and Pension Fund to theextent such contribution either singly or put together are exempt under the Income TaxAct 1961.

g. Gratuity: Half months salary for every completed year of service.

h. Use of Company’s Car with Driver for Company’s business.

i. Telephone Internet & Fax facility shall be provided at the ManagingDirector’s residence.

j. Leave and encashment of unavailed leave as per the rules of the Company.

C. COMMISSION:

Such remuneration by way of commission in addition to the salary perquisites andallowances payable calculated with reference to the net profits of the Company in aparticular financial year as may be determined by the Board of Directors of the Company atthe end of each financial year subject to the overall ceilings stipulated in Sections 197and 198 of the Companies Act 2013.

The aggregate remuneration inclusive of salary perquisites and commission payable toManaging Director shall always be subject to the overall ceiling laid down in Sections 197and 198 and other applicable provisions of the Companies Act 2013.

D. VALUATION OF PERQUISITES:

Perquisites / Allowances shall be valued as per Income-tax Rules wherever applicableand in the absence of any such rules shall be valued at actual cost.

E. MINIMUM REMUNERATON:

The remuneration as determined aforesaid from time to time shall be paid and theperquisites provided to the Managing Director as minimum remuneration in the event ofloss or inadequacy of profit in any financial year be subject to such limits as may beprescribed in Section II of the said Part II of the said Schedule V to the Companies Act2013 from time to time.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alteror vary the scope of the remuneration of Mr. Basant Kabra Managing Director including themonetary value thereof to the extent recommended by the Nomination and RemunerationCommittee from time to time as may be considered appropriate subject to the overalllimits specified by the Companies Act 2013.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Companybe and is hereby authorized to do all necessary acts deeds and things which may beusual expedient or proper to give effect to the above resolution.”

9. Ratification of Remuneration to Cost Auditor

To consider and if thought fit to pass with or without modifications the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 141148 and otherapplicable provisions if any 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 relevant Cost Accounting Rules and subject to the approval of CentralGovernment as may be required the Company hereby approves and ratifies the remunerationof ' 155000/- (Rupees One Lakh Fifty Five Thousand Only) plus applicable taxes and outof pocket expenses payable to Mr. Paresh Jayish Sampat (Membership No. 33451) CostAccountants appointed as Cost Auditors of the Company for the financial year2015-16.”

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