NOTICE is hereby given that the 22nd Annual General Meeting of themembers of Royale Manor Hotels and Industries Limited will be held on Friday, the 27thday of September, 2013 at 3.00 P.M. at Ahmedabad Textile Mills'Association (ATMA) Hall,Ashram Road, Ahmedabad - 380 009 to transact the following business :
ORDINARY BUSINESS :
1. To receive, consider and adopt the Audited Balance Sheet as at 31stMarch, 2013 and the Statement of Profit and Loss for the year ended on that date togetherwith the Directors' and Auditors' Report thereon.
2. To declare Dividend on Optionally Convertible Preference Shares (OCPS).
3. To appoint Director in place of Mr. Jayesh Dave, who retires by rotation and beingeligible, offers himself for re-appointment.
4. To appoint Statutory Auditor and fix their remuneration.
5. 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 198, 269 read withSchedule XIII, 309, 310 and other applicable provisions, if any, of the Companies Act,1956, based upon the recommendations of the Remuneration Committee set up for the purpose,approval of the members of the Company be and is hereby accorded to the re-appointment ofMr. Ummedsingh P. Champawat as Managing Director of the Company with effect from 20thMay, 2013 for a period of 5 years, as well as the payment of salary, commission andperquisites (hereinafter referred to as "remuneration") upon the term andconditions as detailed as under and on the other terms and conditions as contained in thedraft agreement, to be entered into between the Company and Mr. Ummedsingh P. Champawat,as placed on the table and initialed for the sake of identification by the Chairman, whichinter alia, provides as under:
1. The Re-appointment shall be for a period of 5 years with effect from 20thMay, 2013.
2. The Managing Director shall be entitled to the following remuneration includingsalary and the perquisites:
(i) The Managing Director shall be entitled to a maximum remuneration of 5% of theannual Net Profits of the Company, subject to maximum of 10% of Net Profit, in case thereis more than one Managing Director/ Whole time Directors.
(ii) In the event of absence of Profits or when the profits are inadequate, Mr.Ummedsingh P. Champawat shall be entitled to the following remuneration and perquisitessubject to an overall ceiling of Rs. 1,25,000/- (Rupees One Lac Twenty Five Thousand only)per month or Rs. 15,00,000/- (Rupees Fifteen Lacs only) per annum under Section II (1(B))of Part II of Schedule XIII of the Companies Act, 1956.
(iii) I n addition to the above remuneration, the Managing Director shall be entitledthe following perquisites, as per the policy of the Company, which shall not be includedin the computation of the ceiling on remuneration as given above:
(a) Contribution to provident fund, superannuation fund or annuity fund to the extentthese either singly or put together are not taxable under the Income Tax Act, 1961.
(b) gratuity payable at a rate not exceeding half a month's salary for each completedyear of service, and
(c) encashment of leave at the end of tenure."
"RESOLVED FURTHER THAT the authority be and is hereby given to the Board ofDirectors of the Company to alter and vary the terms and conditions of the saidre-appointment and/or agreement (including authority, from time to time), to determine theamount of salary and commission as also the type and amount of perquisites and otherbenefits payable to Mr. Ummedsingh P.
Champawat, in such manner as may be agreed to between the Board of Directors and Mr.Ummedsingh P. Champawat, provided however that the remuneration payable to Mr. UmmedsinghP. Champawat, shall not exceed the overall ceiling of the total managerial remuneration asprovided under section 309 of the Companies Act, 1956."
"RESOLVED FURTHER THAT the Board of Director, be and is hereby authorized todo all such acts, deeds and things and execute all such documents, instruments andwritings as may be required and to delegate all or any of its powers herein conferred toany committee of Directors or Director to give effect to the aforesaid resolution."
By Order of the Board of Directors
|Place : Ahmedabad ||U. Champawat |
|Date : 13th August, 2013 ||Chairman and Managing Director |