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Shri Dinesh Mills Ltd.

BSE: 503804 Sector: Industrials
NSE: SHRIDINESH ISIN Code: INE204C01024
BSE LIVE 15:40 | 22 Sep 131.90 0.95
(0.73%)
OPEN

131.20

HIGH

132.10

LOW

130.45

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 131.20
PREVIOUS CLOSE 130.95
VOLUME 1689
52-Week high 164.00
52-Week low 100.00
P/E 75.80
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 131.20
CLOSE 130.95
VOLUME 1689
52-Week high 164.00
52-Week low 100.00
P/E 75.80
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Dinesh Mills Ltd. (SHRIDINESH) - Chairman Speech

Company chairman speech

To consider and adopt the Audited Financial Statement of the Company for the financialyear ended 31st March 2015 the Reports of the Board of Directors and Auditors' thereon.

To declare dividend for the financial year 2014-2015.

To appoint a Director in place of Shri Nimishbhai Patel (DIN-00039549) who retires byrotation and being eligible offers himself for re-appointment.

To appoint M/s. Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad asAuditors and fix their remuneration.

SPECIAL BUSINESS:

TO CONSIDER RE-APPOINTMENT OF SHRI NIMISHBHAI PATEL AS MANAGING DIRECTOR OF THECOMPANY.

To consider and if thought fit to pass with or without modification(s) the followingResolution as "SPECIAL RESOLUTION"

"RESOLVED THAT pursuant to provisions of Section 188 196 197 203 read withSchedule V of the Companies Act 2013 and the Rules made thereunder and other applicableprovisions if any of the Companies Act 2013 (including its re-enactment / annulment /amendments / statutory modifications thereof) Shri Nimishbhai U. Patel who is alsorendering honorary services as Chairman & Managing Director of the subsidiary companyviz. Dinesh Remedies Ltd. and also fulfills the requirements of Schedule V to theCompanies Act 2013 be and is hereby re-appointed as Managing Director of the Company asrecommended by the Nomination & Remuneration Committee and the Board of Directors ofthe Company for a further period of five years from 14th January 2015 to 13th January2020 upon the following existing terms as to remuneration for the period not exceedingthree years i.e. from 14th January 2015 to 13th January 2018 as set out hereunder inaccordance with Schedule V to The Companies Act 2013 or any amendment thereto subject tothe re-consideration of the remuneration by the Nomination & Remuneration Committeethe Board of Directors and Shareholders of the Company.

Remuneration Period: 14th January 2015 to 13th January 2018

Basic Salary: Rs.350000/- per month.

Allowances & Perquisites:

i) The Managing Director shall also be entitled to allowances & perquisites viz.House Rent Allowance @ 60% of the Salary Furnishing Allowance @ 20% of the salaryEducation Allowance @ 10% of the salary reimbursement of Medical-cum-Leave travelexpenses club fees insurance premium electricity bills gas bills etc. subject to theoverall ceiling of his Annual salary.

ii) Use of Company's Car(s) with driver and telephone at his residence shall not beincluded in the computation of the above ceiling of allowances & perquisites use ofcar for private purpose and personal long distance calls on telephone shall be billed bythe Company to the Managing Director.

iii) Company's contribution to provident fund and superannuation fund or Annuity Fundto the extent these either singly or put together are not taxable under the Income TaxAct Gratuity payable at a rate not exceeding half a month's salary for each completedyear of service and encashment of leave at the end of tenure of the Managing Directorshall not be included in the computation of the aforesaid limits of the remuneration.

RESOLVED FURTHER THAT the draft Agreement to be entered into with Shri NimishbhaiU. Patel containing various terms & conditions of his re-appointment and remunerationas placed before the meeting duly initialed by the Chairman for the purpose ofidentification be and is hereby approved and the same be executed under the Common Seal ofthe Company pursuant to the provisions of Articles of Association of the Company/'

APPOINTMENT OF MRS. GORSI PAREKH AS AN INDEPENDENT DIRECTOR

To consider and if thought fit to pass with or without modification(s) the followingResolution as an "ORDINARY RESOLUTION"

"RESOLVED THAT pursuant to the provisions of Sections 149 150 152 160 161read with Schedule IV and all other applicable provisions of the Companies Act 2013 andthe Companies (Appointment &

Qualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and Clause 49 of the Listing AgreementMrs. Gorsi Parekh (DIN - 00343194) who holds office upto the ensuing 80th AGM of theCompany pursuant to Section 161 of the Companies Act 2013 and the Company has received anotice in writing from a member proposing her candidature be and is hereby appointed asan Independent Director of the Company for five consecutive years from 6th February 2015to 5th February 2020."

TO CONSIDER REVISION IN THE TERMS OF APPOINTMENT OF MR. ADITYA PATEL

To consider and if thought fit to pass with or without modification(s) the followingResolution as an "ORDINARY RESOLUTION"

"RESOLVED THAT ursuant to Section 188 of the Companies Act 2013 read withRules made thereunder and revised Clause 49 of the Listing Agreement Mr.Aditya Patel sonof Shri Bharatbhai Patel Chairman & Managing Director of the Company be and is herebyelevated as "Vice President" of the Company w.e.f. 1st October 2014 on thefollowing terms & conditions:

Job Description: As Vice President of the Company he will perform the duties asmay be assigned to him by the Chairman & Managing Director of the Company from time totime in the utmost interest of the Company.

Remuneration:

(A) BASIC SALARY: Rs. 75000/- per month with yearly increment as per the Rules of theCompany from time to time.

(B) ALLOWANCE & PERQUISITES: House Rent Allowance Electricity Allowance MagazineAllowance and reimbursement of Medical furnishing and Leave Travel expenses Contributionto Provident Fund & Superannuation Fund Leave Encashment and Inflation (High Cost) asper the Rules of the Company from time to time."

Regd. Office : By Order of the Board
P.O. Box No. 2501 For SHRI DINESH MILLS LTD.
Padra Road
Vadodara - 390 020 J. B. SOJITRA
Dated : 30th May 2015 ASTT. VICE PRESIDENT & COMPANY SECRETARY