Notice is hereby given that Twenty Fifth Annual General Meeting of Insilco Limited willbe held at the registered office of the Company as under:
|Day & Date : ||Tuesday, 13th August 2013 |
|Time : ||10:30 a.m. |
|Venue : ||Insilco Limited |
| ||A-5, UPSIDC Industrial Estate |
| ||Bhartiagram, Gajraula - 244223, Uttar Pradesh |
to transact the following business:
A. ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31stMarch, 2013 and the Profit & Loss Account for the year ended on that date along withthe Reports of the Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Keki Manchersha Elavia who retires by rotationand being eligible offers himself for re-appointment.
3. To appoint a Director in place of Dr. Mustafa Siray, who retires by rotation andbeing eligible offers himself for re-appointment.
4. To re-appoint statutory auditors of the Company and to consider and if thought fit,to pass with or without modification(s), the following resolution as an ordinaryresolution: "RESOLVED THAT subject to provisions of Section 224 and other applicableprovisions, if any, of the Companies Act, 1956, M/s. S.R. Batliboi & Associates LLP,Chartered Accountants (Firm Registration No. with ICAI 101049W) be and are herebyre-appointed as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting till the conclusion of next Annual General Meeting of theCompany.
RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby authorized tofix the remuneration including out of pocket expenses of the Statutory Auditors."
B. SPECIAL BUSINESS
5. To consider and if thought fit, to pass with or without modification the followingresolution as Special Resolution:
"RESOLVED THAT subject to the provisions of Section 198, 269 & 309 read withSchedule XIII of the Companies Act 1956, and Ministry of Corporate Affairs (MCA)general circular no. 46/2011 dated 14th July, 2011 and Article 132 of theArticles of Association of the Company and all other applicable provisions, if any of theCompanies Act,1956 (including any statutory modification (s) or re-enactment (s) thereoffor the time being in force), approval of the Company be and is hereby accorded forrevision in remuneration of Mr. Pankaj Khandelwal, Managing Director of the Company fromexisting Rs. 4,500,000/- per annum to Rs.5,200,000/- per annum with effect from 1stApril, 2013, as may be decided by the Board, which will be due for next review on 1stApril, 2014.
RESOLVED FURTHER THAT in addition to the aforesaid Remuneration, Managing Director, Mr.Pankaj Khandelwal shall continue to be entitled to the following as per rules of theCompany:
a) Leave Encashment as per rules of the company.
b) Hard furnishing scheme as per rules of the company with entitlement upto Rs. 5.00Lacs during the tenure of service.
c) Long Service Award as per rules of the company.
- Payable after completion of 10 years of continuous service Rs. 1,000,000.
- Payable after completion of 20 years of continuous service Rs. 1,500,000.
(This component is presently not relevant as no amount shall be payable during thecurrent tenure of 3 (three) years).
d) Coverage of Rs. 6 Lacs under Group Personal Accident Insurance Policy.
e) Coverage of Rs. 2 Lacs under Group Mediclaim Family Floater Policy.
f) Use of Company owned & maintained Car.
g) Retirement Benefits as per the applicable laws and rules/policies of the company inthis regard.
RESOLVED FURTHER THAT the said remuneration shall be payable to Mr. Pankaj Khandelwalirrespective of the fact whether the Company has earned any profit or not i.e. thisremuneration shall be payable even in the event of inadequacy or absence of profits.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are herebyauthorized to take all such action as may be necessary in this regard."
| ||By Order of the Board |
|Place : New Delhi ||(Brijesh Arora) |
|Date : 29th April, 2013 ||Vice President (Finance & Accounts) & Company Secretary |