5200210316.Pdf

Notice Notice is hereby given that the 33rdAnnual General Meeting the conclusion of this Annual General Meeting until the of the Members of OMAX AUTOS LIMITED will be held on conclusion of the thirty fourth Annual General Meeting, Monday, 12th day of September, 2016, at 11:00 A.M. at Clarens on such remuneration as shall be fixed by the Board of Hotel, Plot No. 363 - 364, Sector- 29, Gurgaon, Haryana - Directors. 122002 to transact the following businesses: RESOLVED FURTHER THAT the Board of Directors of the ORDINARY BUSINESSES: Company be and is hereby authorised to do all such 1. To receive, consider and adopt the Audited Financial necessary acts and take all such steps as may be Statements of the Company for the Financial Year ended necessary, proper or expedient to give effect to this 31st March, 2016 together with the Notes annexed thereto resolution” and to consider and receive the reports of Auditors and SPECIAL BUSINESSES: Board of Directors and in this connection to pass the 5. Appointment of Mrs. Novel Singhal Lavasa following resolution as an Ordinary Resolution: (DIN: 07071993) as an Independent Director of the Company “RESOLVED THAT the audited financial statements of the To consider and if thought fit, to pass the following as Company for the financial year ended March 31, 2016 an Ordinary Resolution: including reports of the Board and Auditors’ thereon be “RESOLVED THAT in terms of the provisions of Sections and are hereby received, considered and adopted.” 149, 150, 152 and other applicable provisions, if any, of 2. To declare dividend on equity shares and in this the Companies Act, 2013 (“Act”) and the Companies connection, pass the following resolution as an Ordinary (Appointment and Qualification of Directors) Rules, 2014, Resolution: read with Schedule IV to the Act, (including any statutory “RESOLVED THAT a dividend of Re. 1/-, i.e. @ 10% per equity modification(s) or re-enactment(s) thereof, for the time share fully paid up, aggregating to Rs. 2,13,88,213/-, for the being in force), Mrs. Novel Singhal Lavasa financial year 2015-16, be and is hereby declared and (DIN: 07071993), who was appointed as an Additional approved.” Director of the Company by the Board of Directors at its 3. To appoint a Director in place of Mrs. Sakshi Kaura meeting held on 29th October, 2015, pursuant to Section (DIN:02094522), who retires by rotation and being 161 of the Act and Article of Association of the Company, eligible, offers herself for re-appointment; and in this and whose term of office expires at this Annual General connection, pass the following resolution as an Ordinary Meeting and who qualifies for being appointed as an Resolution: Independent Director and in respect of whom compliances in terms of Section 160(1) have been made “RESOLVED THAT pursuant to the provisions of Section and who has submitted a declaration that she meets the 152 and other applicable provisions, if any, of the criteria for independence as provided in the Section Companies Act, 2013 and the rules made thereunder 149(6) of the Act, be and is hereby appointed as director (including any statutory modification(s) or re-enactment in the category of Independent Director of the Company, thereof), Mrs. Sakshi Kaura (DIN: 02094522), who retires not liable to retire by rotation, to hold office for a term of by rotation and being eligible, offered herself for 3 (Three) consecutive years, with effect from 29th October, reappointment, be and is hereby re-appointed as a 2015.” director of the Company, liable to retire by rotation.” 6. Appointment of Mr. Tavinder Singh (DIN: 01175243) as a 4. To appoint M/s. A. Kumar Gupta & Co., Chartered Director of the Company Accountants, (Firm Registration No. 000182N) as Statutory Auditors of the Company from the conclusion To consider and if thought fit, to pass the following as of this Annual General Meeting till the conclusion of the an Ordinary Resolution: next Annual General Meeting and to fix their “RESOLVED THAT in terms of the provisions of Sections remuneration; and in this connection, pass the following 152 and other applicable provisions, if any, of the resolution as an Ordinary Resolution: Companies Act, 2013 (“Act”) and the Companies “RESOLVED THAT pursuant to the provisions of Section (Appointment and Qualification of Directors) Rules, 2014, 139, 141 and other applicable provisions, if any, of the (including any statutory modification(s) or re- Companies Act, 2013 and the Rules framed thereunder, enactment(s) thereof, for the time being in force), as amended from time to time, and pursuant to the Mr. Tavinder Singh (DIN: 01175243), who was appointed recommendations of the Audit Committee, M/s. A. Kumar as an additional director of the Company (designated as Gupta & Co., Chartered Accountants, (Firm Registration whole time director) by the Board at its meeting held on No. 000182N), be and is hereby appointed as the 29th October, 2015, who qualifies for being appointed as Statutory Auditors of the Company, to hold office from Director and in respect of whom compliances in terms of ------------------------------------------------------------------------------------------------------------------------------27 --------------------------------------------------------------------- Section 160(1) have been made, be and is hereby Companies (Appointment and Remuneration of appointed as a Director of the Company and is liable to Managerial Personnel) Rules, 2014, subject to the retire by rotation, to hold office for a three years, with approval of the Central Government, if required,and upon effect from 29th October, 2015..” the recommendation of the Nomination and 7. Revision of remuneration to Mrs. Sakshi Kaura Remuneration Committee, and as approved by the Audit (DIN: 02094522), Joint Managing Director of the Company Committee and Board of Directors of the Company, the approval of the shareholders of the Company be and is To consider and if thought fit, to pass the following as hereby accorded to revise the remuneration of a Special Resolution: Mrs. Sakshi Kaura (DIN: 02094522), Joint Managing “RESOLVED THAT, in accordance with the provisions of Director of the Company, w.e.f. June 1, 2016 for the Sections 188, 196, 197, 198, 203 and other applicable remaining period of her tenure,for an amount not provisions, if any, of the Companies Act, 2013 (“the Act”), exceeding Rs. 69,00,000/- (Rupees Sixty Nine Lacs Only) read with provisions of Schedule V of the Act and the per annum as per the following details: 1. Basic Salary (Monthly) Rs. 3,08,000 2. House Rent allowance 40% of monthly Salary, but subject to overall payment during any Financial year will not exceed 40% of Salary. 3. Retirement Benefit Contribution to Provident Fund and Superannuation Fund or Annuity Fund will not be included in the Computation of the ceiling on perquisites to the extent these, either singly or put together, are not taxable under the Income Tax Act, 1961. Gratuity payable shall not exceed half a month’s salary for each completed year of service. 4 Earned Leave and its As per the rules of the Company encashment 5 Conveyance and other As per the rules of the Company Facilities 6 Leave Travel Allowance As per the rules of the Company and other benefits RESOLVED FURTHER THAT in case the Company has no and Remuneration Committee, and as approved by the profits or its profits are inadequate in a particular Audit Committee and the Board, the approval of the financial year, the above remuneration shall be shareholders of the Company be and is hereby accorded, considered as the minimum remuneration payable to to re-designate Mr. Devashish Mehta as Head – SBU Mrs. Sakshi Kaura, as referred/prescribed under Section (PC,CV&Railways) and New Projects and revise his II of Part II of Schedule V of the Companies Act, 2013. remuneration, w.e.f. 1st April, 2016, subject to the terms RESOLVED FURTHER THAT the other terms and conditions and conditions specified below, for an amount not of the appointment be and hereby will remain unchanged exceeding Rs. 60,00,000/- (Rupees Sixty Lac Only) per and the aggregate of the remuneration payable to annum. Mrs. Sakshi Kaura (DIN: 02094522), Joint Managing (Amt. in Rs.) Director in a particular Financial Year will be subject to Basic Pay 2,75,000 the overall ceiling limit laid down in Section 197 read HRA 1,10,000 with Schedule V of the Companies Act, 2013. Total Monthly (A) 3,85,000 RESOLVED FURTHER THAT the Board of Directors of the LTA 22,908 Company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or Ex Gratia 55,000 expedient to give effect to this resolution.” PF 33,000 8. Revision of Remuneration to Mr. Devashish Mehta, Head- Total (B) 1,10,908 SBU (PC, CV & Railways) and New Projects of the Company Monthly CTC (A)+(B) 4,95,908 To consider and if thought fit, to pass the following as Annual CTC 59,50,890 a Special Resolution: RESOLVED FURTHER THAT the other terms and conditions “RESOLVED THAT, in accordance with the provisions of of the appointment be and hereby will remain unchanged. Sections 188 and other applicable provisions, if any, of RESOLVED FURTHER THAT the Board of Directors of the the Companies Act, 2013 (“the Act”) read with the Company be and is hereby authorized to do all such acts Companies (Meetings of Board and its Powers) Rules, and take all such steps as may be necessary, proper or 2014, and on the recommendation of the Nomination expedient to give effect to this resolution.” ------------------------------------------------------------------------------------------------------------------------------28

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