NOTICE is hereby given that the Thirty Second Annual General Meeting of DOLATINVESTMENTS LIMITED will be held on Wednesday, the 18th September, 2013 at 11:00 A.M. atthe Registered Office of the Company at 203, City Center, 186, Purswakkam High Road,Keleeys, Chennai 600010 to transact the following business:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 andProfit and Loss Account for the year ended as on that date and Reports of the Directorsand Auditors thereon.
2. To appoint a Director in place of Shri Sunil P Shah, who retires by rotation andbeing eligible, offers himself for re-appointment.
3. To appoint Auditors to hold office from the conclusion of this meeting until theconclusion of the next Annual General Meeting of the Company and to authorise the AuditCommittee to fix their remuneration.
4. To consider and, if thought fit, to pass, with or without modification, thefollowing resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311 andSchedule XIII and other applicable provisions, if any, of the Companies Act, 1956 andsubject to all the applicable statutory approvals, approval of the Company be and ishereby accorded to the Appointment of Mr. Rajendra D. Shah, as Managing Director of theCompany commencing from June 1, 2013 on such terms and conditions including remuneration,benefits and perquisites as set out in the explanatory statement annexed hereto whichshall be deemed to form part hereof.
"RESOLVED FURTHER THAT the tenure of the office of the Managing Director shall befor a period of five years commencing from June 1, 2013 and ending on 31st May,2018."
"RESOLVED FURTHER THAT subject to the applicable legal provisions and statutoryapprovals, where in any financial year during the tenure of office of Managing Director,the Company has no profits or if the profits are inadequate, the company shall payremuneration, benefits and perquisites to the Managing Director as specified in theexplanatory statement hereto as minimum remuneration."
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is herebyauthorized to alter and vary the terms and the remuneration including benefits andperquisites within the maximum limit in that behalf laid down in Schedule XIII to theCompanies Act, 1956 as in force from time to time."
"RESOLVED FURTHER THAT Mr. Rajendra D. Shah, shall not be subject to retirement byrotation in terms of Article 109 of the Articles of Association of the Company during histenure as Managing Director of the Company.
"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to doall such acts, deeds, matters and things as may be considered necessary, desirable orexpedient to give effect to this resolution and to delegate all or any of its power hereinconferred to a Director and Company Secretary to give effect to the aforesaidresolution."
The terms of appointment of Managing Director: The Board of Directors at their meetingheld on 24th May, 2013, appointed Mr. Rajendra D. Shah, as Managing Director for a term offive years from 1st June, 2013 to 31st May, 2018. The term and conditions of theappointment and remuneration payable to Mr. Rajendra D. Shah are provided in the draftcontract to be entered into between the Company and Mr. Rajendra D. Shah. The materialterms and conditions of the appointment and the remuneration payable to Mr. Rajendra D.Shah, Managing Director is as under:
A. Salary, Remuneration, perquisite and benefits:
(i) Basic Salary:
Rs.75,000/- (Rupees Seventy Five thousand only) (in time scale of Rs.75000-15000125000-20000-250000.)
(ii) Club Fees:
Reimbursement of fees of any two clubs in India, including admission or entrance feesand monthly or annual subscriptions.
(iii) Personal Accident Insurance:
The Company shall pay an annual premium of a sum not exceeding Rs.15,000/- (RupeesFifteen Thousand only) for purchasing a personal accident insurance policy for Mr.RajendraD. Shah.
(iv) Company maintained Car, Driver & Telephone:
Provision of a car with driver for use on Company's business. Use of car for privateand personal purposes shall be billed by the Company to Mr. Rajendra D. Shah. A landlinetelephone at residence and a mobile phone facility will be provided, the cost of whichwill be borne by the Company. In case the company is not able to provide a driver theexpenses for engaging a driver will be reimbursed as per company's rules.
(iv) Entertainment Expenses:
Reimbursement of entertainment expenses actually and properly incurred in the course ofthe business of the company subject to such annual limits as may be fixed by the Board ofDirectors of the Company.
(v) Inadequacy of profits:
In the event of inadequacy of the profits under Section 349 and 350 of the CompaniesAct, 1956 the remuneration comprising salary, allowance, commission/bonus /perquisites andbenefits, as detailed above shall be construed as minimum remuneration to Mr. Rajendra DShah during the term of his appointment in the event the remuneration exceeds the limitsprescribed under Schedule XIII read with relevant provisions of the Companies Act, 1956,the special resolution is proposed for the approval of shareholders and an applicationwill be made by the Company for the payment of above mentioned remuneration to Mr.Rajendra D Shah as minimum remuneration.
(v) Not to engage in other employment:
Mr. Rajendra D. Shah will not engage in any employment or business enterprises thatwould in any way conflict with the services and interest of the company and shall complywith all applicable laws of the country and retrain from political activities.
(vi) Business Conduct:
Mr. Rajendra D Shah shall comply with Company's policies with regard to business ethicsand shall maintain integrity in line with the Company's Code of Conduct and governpolicies.
The appointment may be terminated by either party by giving to the other party threemonths written notice of such termination.
(viii) Mr. Rajendra D. Shah shall not be paid any sitting fees for attending themeetings of the Board of Directors or committees thereof.
The draft Agreement between the Company and Mr. Rajendra D. Shah referred to in theResolution will be open for inspection by the Shareholders at the Registered Office of theCompany between 11.00 a.m. and 1.00 p.m. on any working day except Saturday.
The above Explanatory Statement concerning the appointment of Mr. Rajendra D. Shah asthe Managing Director may be treated as an abstract of the terms of the draft Agreementand the memorandum of concern or interest under Section 302 of the Companies Act, 1956.
The Board commends the Resolution for acceptance by the Shareholders.
Except Mr. Rajendra D. Shah and Mr. Harendra D. Shah (relative of Mr. Rajendra D. Shah)none of the Directors is interested or concerned in the Resolution.
| ||By Order of the Board of Directors |
| ||Umesh V Moolya |
| ||Company Secretary |
|Place: Mumbai || |
|Date: 24th May, 2013 || |
|Registered Office: || |
|203, City Centre, 186, Purswakkam High Raod, || |
|Keleeys, Chennai 600010. || |