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ii) The Company shall provide a landline telephone at the residence of the Managing Director at the entire cost of the
Company. It shall also provide a mobile telephone to the Managing Director. Personal long-distance calls shall be billed
by the Company.
CATEGORY – “D”
The Managing Director shall be entitled to commission at the rate of 0.50% of net profits of the Company provided that
the commission shall not exceed twenty four months (24) Basic Salary as referred to in Clause 3 (a) above. When payable
for part of the year, commission shall be payable on pro rata basis.
4. The Managing Director shall not be entitled to sitting fees for attending meetings of the Board or Committees thereof. He
shall, however, be reimbursed the actual travelling, lodging and boarding expenses incurred by him for attending meetings
of the Board and | or Committees thereof.
5. The aforesaid remuneration is subject to the limit of 5% of the annual net profits of the Company and subject further to the
overall limit of 10% of the annual net profits on the remuneration of the Managing Directors and Whole time Director(s)
of the Company taken together. Provided, however, that in the event of absence or inadequacy of profit, the Managing
Director shall be entitled to the aforesaid remuneration excluding commission within the minimum remuneration specified
in Schedule XIII to the Companies Act, 1956.
6. In the event of cessation of office during any financial year, a rateable proportion of the aforesaid remuneration shall be
payable by the Company.
7. The Managing Director shall be entitled to reimbursement of expenses incurred by him in connection with the business of
the Company.
8. The Directors are at liberty to appoint more than one Managing Director.
9. The Managing Director may resign office, subject to three calendar months’ notice.
10. In the event of termination of office, the Managing Director is entitled to compensation in accordance with Section 318 of
the Companies Act, 1956.
11. In the event of any dispute or difference arising out of this agreement between the parties, such dispute or difference
shall be referred to arbitration by a Sole Arbitrator in accordance with the provisions of The Arbitration and Conciliation
Act,1996 or any statutory modification or substitute thereof and all the provisions of that Act so far as are applicable or of
any of them for the time being in force shall apply to every reference thereof.
MEMORANDUM OF INTEREST:
The nature of the concern or interest of Mr S A Lalbhai, Managing Director of the Company is that the above resolution pertains
to his agreement with the Company and he will be receiving the remuneration as stated therein, if approved. None of the other
Directors of the Company are interested in the resolution. The above statement may be treated as an abstract of the terms and
memorandum of interest under Section 302 of the Companies Act, 1956.
By Order of the Board
Registered office
Ashoka Chambers, Rasala Marg,
Ahmedabad 380006, Gujarat, India T R Gopi Kannan
May 13, 2011 President, Finance & Company Secretary
Important Communication to the Members
The Ministry of Corporate Affairs has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless
compliances by the companies and has issued circulars stating that serving notice | documents including Annual
Report can be made through electronic mode to its Members. To support this green initiative of the Government in full
measure, Members are requested to update their email id provided to the concerned Depository Participants. Those
Members who hold shares in physical form are requested to communicate their email id by sending an email to the
Registrar and Share Transfer Agent, Sharepro Services (India) Pvt Ltd, at email id:
with a copy to the Company at email id:
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