NOTICE is hereby given that the Twenty fifth Annual General Meeting of the members ofthe Company will be held at Hotel Red Bishop Sector 1 Panchkula at 12.30 P.M. on Friday20th Day of September 2013 to transact the following business:
1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31stMarch, 2013, Profit & Loss Account for the year ended on that date and reports ofDirectors and Auditors thereon.
2. To appoint a director in place of Nirmala Malik who retires by rotation beingeligible offers herself for re-appointment.
3. To appoint a director in place of Nisha Malik who retires by rotation being eligibleoffers herself for re-appointment.
4. To appoint a director in place of Vijay Singh Kadan who retires by rotation beingeligible offers himself for re-appointment.
5. "RESOLVED THAT pursuant to section 224 (1) of the Companies Act 1956 M/s VinodKumar & Associates, Chartered Accountants, Chandigarh be and are hereby appointed asAuditors of the Company to hold office from the conclusion of this meeting till theconclusion of the next Annual General Meeting at such remuneration as may be settled bythe Board of Directors.
6. To consider and, if thought fit, to pass with or without modification, the followingresolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions ofSection 198,269,309,310 and other applicable provisions, if any, of the Companies Act,1956, read with Schedule XIII of the said Act, including any statutory modification andre-enactment thereof for the time being in force, approval of the Company be and is herebyaccorded to the re-appointment of Mr Sanjeet Malik as Managing Director of the Company(not liable to retire by rotation) for a further period of five years with effect from 1July 2013 to 30th June 2018 on the terms & conditions and remuneration as set outbelow:
(A) SALARY SCALE: 10,00,000 - 200000 - 2000000 per month
1. Housing: Rent Free Accommodation or House Rent Allowance as per company rule.
2. Medical Reimbursement for self and family as per the rules of the Company.
3. Leave Travel Assistance, as per the rules of the Company, value not exceeding onemonth's salary.
4. Club Fee : Reimbursement of club Membership fee (Maximum 2 Clubs) spent for thebusiness promotions of the company for self and dependent family.
5. Car - Compnay car with driver for the use on companies business. However the use ofcar for private purpose shall be billed by the company.
Contribution to Provident Fund as per the rules of the Company. This will not beincluded in the computation of the ceiling on perquisites or remuneration to the extentthese either singly or put together are not taxable under the IncomeTax Act, 1961.Gratuity shall be payable as per the rules of the Company.
Encashment of leave at the end of the tenure will not be included in the computation ofthe ceiling on perquisites.
Car, telephone at residence and mobile phone for use for Company's business.
In addition to the above salary and perquisites, commission will also be payable upto1% of the net profits of the Company calculated in the manner referred to in Section 198of the Companies Act, 1956, as may be decided by the Board of Directors of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are herebyauthorized to vary, alter or modify the different components of the above-statedremuneration as may be agreed to between the Board of Directors and Mr Sanjeet Malik.
RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in anyfinancial year during his tenure, the Company shall pay to Mr Sanjeet Malik , theremuneration by way of salary, perquisites, commission or any other allowances asspecified above and in accordance with the limits specified under the Companies Act, 1956or such other limits as may be prescribed by the Government from time to time in thisregard, as minimum remuneration."
7. To consider and, if thought fit, to pass with or withoutmodification, the following resolution as a Ordinary Resolution
"RESOLVED THAT pursuant to the provisions of Section 293(1)(d) and otherapplicable provisions, if any, of the Companies Act 1956, the consent of the Company beand is hereby accorded to the Board of Directors of the Company for borrowing from time totime as they may think fit, any sum or sums of money not exceeding Rs. 100 Crores (RupeesOne Hundred Crores) [including the money already borrowed by the Company] in Indian Rupeesor equivalent thereof in any foreign currency(ies) on such terms and conditions as theBoard may deem fit, whether the same may be secured or unsecured and if secured, whetherdomestic or international, whether by way of mortgage, charge or hypothecation, pledge orotherwise in any way whatsoever, on, over or in any respect of all, or any of thecompany's assets and effects or properties including stock in trade, notwithstanding thatthe money to be borrowed together with the money already borrowed by the Company (apartfrom the temporary loans obtained from the Company's Bankers in the ordinary course ofbusiness) and remaining un-discharged at any given time, exceed the aggregate, for thetime being, of the paid up capital of the Company and its free reserves, that is to say,reserves not set apart for any specific purpose".
"RESOLVED FURTHER THAT the Board of Directors of the Company (hereinaftercalled "the Board" which term shall be deemed to include any Committee thereof,which the Board may have constituted or hereinafter constitute to exercise its powersincluding the powers conferred by this resolution and with the power to delegate suchauthority to any person or persons) be and is hereby authorized for borrowing from time totime as it may think fit, any sum or sums of money but not exceeding Rs. 100 Crores(Rupees One Hundred Crores) in Indian Rupees or equivalent thereof in any foreigncurrency(ies) in aggregate (including the monies already borrowed by the Company) and onsuch terms and conditions as the Board may deem fit, by way of loans or in any other formwhatsoever from, or issue of Bonds and/or Debentures or other Securities whetherConvertible into Equity/Preference Shares and/or Securities with or without detachablewarrants with a right exercisable by the warrant holder(s) to convert or subscribe toEquity/Preference Shares (hereinafter referred to as "Securities"), to Bank(s),Financial or other Institution(s), Mutual Fund(s), Non-Resident Indians (NRIs), ForeignInstitutional Investors (Flls) or any other person(s), body(ies) corporate, etc., whethershareholder of the Company or not".
"RESOLVED FURTHERTHAT the Board be and is hereby authorised to do all suchacts, deeds and things and to sign all such documents and writings as may be necessary,expedient and incidental thereto to give effect to this resolution and for matterconnected therewith or incidental thereto."
| ||By the Oder of the Board |
| ||for Hartron Communications Limited |
|Place: Panchkula ||Sanjeet Malik |
|Date: 01/08/2013 ||Managing Director |