NOTICE TO THE SHAREHOLDERS
NOTICE is hereby given that the Twenty First Annual General Meeting of the Members ofSCANPOINT GEOMATICS LTD. will be held on Monday the 30th September 2013 at 10.30 a.m. atthe Registered office of the Company situated at 'SCAN HOUSE' B/h Town Hall AshramRoad Ahmedabad - 380006 to transact following business:
1 To receive consider approve and adopt the Audited Balance Sheet as at 31st March2013 and the Profit & Loss Account for the year ended on that date and the report ofthe Directors and the Auditors thereon.
2 To appoint a Director in place of Shri Kanti V. Ladani who retires by rotation andbeing eligible offers himself for reappointment.
3 To appoint a Director in place of Shri Raaja P. Jain who retires by rotation andbeing eligible offers himself for reappointment.
4 Auditors to hold office from the conclusion of this Annual General until theconclusion of the next Annual General meeting of the Company and to fix theirremuneration.
5 To Consider and if deemed fit to pass with or without modification(s) the followingResolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 198269309 and 310 readwith Section XIII and other applicable provisions if any of the Companies Act 1956(including any statutory modification(s) or re-enactment thereof for the time being inforce) and such other approvals as may be required the members of the Company do herebyapprove the re-appointment and payment of remuneration to Shri Ramesh K. Sojitra ManagingDirector of the Company for the period of (3) three years with effect from 25th May 2013to 24th May 2016 on the terms and conditions set out in the agreement to be entered intobetween the Company and Shri Ramesh K. Sojitra draft whereof is submitted to this meetingand initialled by the Chairman for the purpose of identification with liberty to the Boardof Directors (hereafter referred to as 'the Board" which term shall include theRemuneration Committee constituted by the Board) to alter and vary the terms andconditions of the said reappointment and/or remuneration and /or agreement in such manneras may be agreed to between the Board and Shri Ramesh K. Sojitra provided suchalterations/variations are in accordance with the approval accorded by the members of theCompany.
FURTHER RESOLVED THAT notwithstanding the provisions of Schedule XIII to the CompaniesAct 1956 or any modification(s) thereto or re-enactment thereof if in any financial yearduring the tenure of the Managing Director the Company has no profits or its profits areinadequate Shri Ramesh K. Sojitra shall be entitled to receive and be paid the sameremuneration in that year as set out in the aforesaid agreement.
FURTHER RESOLVED THAT the Board be and is hereby authorized to do all such acts deedsand things and to execute all such documents instruments and writings as may be requiredto give effect to this resolution.
| ||By Order of the Board of Directors |
|Place: Ahmedabad || |
|Date : 20th May 2013 ||Ramesh K. Sojitra |
| ||Chairman & Managing Director |
|Registered Office: || |
|SCAN HOUSE B/h Town Hall || |
|Ashram Road Ahmedabad 380006. || |
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER THE PROXY INORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE MEETING.
2. Explanatory Statement setting out the material facts concerning the special businessof the accompanying Notice pursuant to Section 173 (2) of the Companies Act 1956 isannexed hereto.
3. The Register of the Members and the Share Transfer Books of the Company will remainclose from Monday the 23rd September 2013 to Monday the 30th September 2013 both daysinclusive.
4. Members are requested to notify immediately any change of address: i) to theirDepository Participants (DPs) in respect of their shareholding in De-mat Accounts and ii)to the Company's Registrars & Share Transfer agent M/s. Sharepro Services (India) Pvt.Ltd. Ahmedabad in respect of their shareholding in physical segment by mentioning folionos. etc.
5. Members/Proxies are requested to bring their attendance slip duly filled in forattending the meeting.
6. The Members are requested to bring their copy of Annual Report along with them atthe meeting.
7. Members desirous of obtaining any information concerning the accounts and operationsof the Company are requested to address their questions to the company so as to reach atleast seven days before the date of the meeting to enable the information required to bemade available at the Meeting to the best extent possible.
8. As per the amendment in the provisions of The Companies Act 1956 facility formaking nominations is available to the Shareholders in respect of shares held by them.Nomination forms can be obtained from the Share Transfer Agent of the Company.
ITEM NO. 5
The following Explanatory Statement as required by Section 173 of the Companies Act1956 sets out material facts including the nature and concern or interest of theDirectors in relation to the items of Special Business under Item Nos. 5 mentioned in theaccompanying Notice.
The Members in the AGM held on 30th September 2010 had Re-appointed Mr RameshchandraK. Sojitra as the Managing Director of the Company for a period of Three years witheffect from 24th May 2010. The current term of his office is due to expire on 25th May2013. Mr Ramesh has 25 years of experience with the Company and has made significantcontribution in its growth. It is now proposed to reappoint him as the Managing Directorof the Company for a further period of three years commencing 25th May 2013. The Boardin their meeting held on May 20 2013 has approved the proposal for his reappointment asthe CMD. His brief Resume is as under:
Shri Ramesh K. Sojitra has been reappointed as Managing Director of the Company for aperiod of 3 years with effect from 25th May 2013 subject to approval of the shareholders.The draft agreement between the Company and Shri Ramesh K. Sojitra contains the followingterms and conditions:
A brief resume of Shri Ramesh K. Sojitra nature of his expertise in specificfunctional areas are provided in Report of Corporate Governance forming part of the AnnualReport.
The proposed remuneration payable to Shri Ramesh K. Sojitra is as follows:
Salary Rs.250000/- per month including of below mentioned perquisites andallowances.
PERQUISITES AND ALLOWANCES:
Medical Reimbursement / Medical Insurance: Reimbursement of all medical expensesfor self and family subject to the maximum of one month's salary per annum. Medicalinsurance premium shall be paid by the Company
Personal Accident Insurance: Personal accident insurance as per the policy of theCompany
Entertainment Expenses: Reimbursement of entertainment expenses on actual basisincurred during the course of the business.
Club Fees: Fees of clubs exclusive of admission and life membership fee subject toa maximum of two clubs
The contribution to provident fund or annuity fund if any and if introduced by theCompany will not be included in the computation of the ceiling on perquisite to the extentthese singly or put together are not taxable under the Income Tax Act1961.
Car with the chauffer for official use telephones Internet and fax facility atresidence. These will not be considered as perquisites.
The terms and conditions of the said appointment may be altered and varied from time totime by the Board of Directors as it may in its discretion deem fit within the maximumamounts payable to Managing Director in accordance with Schedule XIII to the Act or anyamendments made hereafter in this regard.
The extracts of remuneration given above shall be deemed to be the extract ofremuneration required to be furnished under section 302 of the Companies Act1956.
Your Directors recommend resolution at Item No 5 for your approval.
Save and expect Shri Ramesh K. Sojitra being the recipient of remuneration none of theother Directors of the Company is in any way concerned or interested in the resolution.
| ||By Order of the Board of Directors |
|Place : Ahmedabad ||Ramesh K. Sojitra |
|Date : 20th May 2013 ||Chairman & Managing Director |
|Registered Office: || |
|SCAN HOUSE B/h Town Hall Ashram Road Ahmedabad 380 006. || |