TERMS AND CONDITIONS OF APPOINTMENT OF DIRECTORS

Transcription

1 TERMS AND CONDITIONS OF APPOINTMENT OF DIRECTORS INDEPENDENT DIRECTORS: Independent Directors: Mr. Lalit Menghnani Mr. Ashok Kumar Thakur Date of Appointment: By Board of Directors: Mr. Lalit Menghnani - 12 th September, 2014 Mr. Ashok Kumar Thakur - 25 th January, 2017 By Shareholders: Mr. Lalit Menghnani - 30 th September, 2014 Mr. Ashok Kumar Thakur - 24 th August, 2017 Tenure: Mr. Lalit Menghnani Mr. Ashok Kumar Thakur - Five years; with effect from 01st October, 2014 i.e. up to 30 th September, Five years; with effect from 25 th January 2017 i.e. up to 24 th January, Terms and conditions of appointment: Mr. Lalit Menghnani Mr. Ashok Kumar Thakur - Terms and conditions of appointment are as per the resolution passed in the EGM of the Company, held on 30 th September, Terms and conditions of appointment are as per the resolution passed in the AGM of the Company, held on 24 th August, The Independent Directors are paid Sitting Fee for attending meetings of the Board and Committees of the Board. No commission is payable to Independent Directors.

2 EXECUTIVE DIRECTORS: Executive Directors: Mr. Shantilal Jayavantraj Mehta Mr. Nemichand Jayavantraj Mehta Capt. Dinesh Gautama Chairman and Managing Director Whole-time Director Whole-time Director & CEO Date of Appointment: By Board of Directors: Mr. Shantilal Jayavantraj Mehta 29 th May, 2017 (re-designated as Chairman cum Managing Director) Mr. Nemichand Jayavantraj Mehta 1 st September, 2016 (Appointed as Whole - time Director) Capt. Dinesh Gautama 8 th December, 2014 By Shareholders: Mr. Shantilal Jayavantraj Mehta 24 th August, 2017 Mr. Nemichand Jayavantraj Mehta 27 th September, 2016 Capt. Dinesh Gautama 20 th January, 2015 Tenure: Mr. Shantilal Jayavantraj Mehta Three years with effect from 1 st October, 2017 Mr. Nemichand Jayavantraj Mehta Five years with effect from 1 st September, 2016 Capt. Dinesh Gautama Three years with effect from 08 th December, 2014 Terms and conditions of appointment: Terms and conditions of appointment including remuneration payable to the Executive Directors are as per the resolution passed by the Members of the Company. No Sitting Fee is paid to Executive Directors for attending meetings of the Board and Committees of the Board.

3 RESOLUTION PASSED IN THE EXTRAORDINARY GENERAL MEETING OF NAVKAR CORPORATION LIMITED ( THE COMPANY ), HELD ON SEPTEMBER 30, APPOINTMENT OF MR. LALIT GIRDHARI MENGHNANI (DIN: ), AS AN INDEPENDENT DIRECTOR: RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors), Rules, 2014 including any statutory modifications or any amendments or any substitution or re-enactment thereof for the time being in force, Mr. Lalit Girdhari Menghnani (DIN: ), who was appointed as a Non-Executive Additional Director of the Company w.e.f. 12th September, 2014, has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, whose terms is shall not be subject to retirement by rotation, with effect from 01st October, 2014 upto 30th September, RESOLVED FURTHER THAT any Director of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be necessary for effecting the aforesaid resolution including but not limited to filing of necessary forms with Registrar of Companies, Mumbai.

4 RESOLUTION PASSED IN THE EXTRA ORDINARY GENERAL MEETING OF NAVKAR CORPORATION LIMITED ( THE COMPANY ), HELD ON JANUARY 20, TERMS AND CONDITIONS OF APPOINTMENT OF CAPTAIN DINESH GAUTAMA: RESOLVED THAT pursuant to the provisions of Sections 196 (4), 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and that of Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to the appointment of Capt. Dinesh Gautama (DIN: ), as an Additional Executive Director of the Company and that he be paid the aggregate of salary, commission, allowances and perquisites ( Remuneration ) in any financial year not exceeding Rs.60,00,000/- (Rupees Sixty lac only) per annum, with such increments as may be decided by the Board of Directors of the Company on the recommendation of Nomination & Remuneration Committee, subject to the limit prescribed under Schedule V of the Companies Act, 2013 and that the tenure of Capt. Dinesh Gautama shall be three years from December 08, RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary or expedient for effecting aforesaid resolution including but not limiting to filing of requisite e-forms with Registrar of Companies, Mumbai.

5 RESOLUTION PASSED IN THE ANNUAL GENERAL MEETING OF NAVKAR CORPORATION LIMITED ( THE COMPANY ), HELD ON SEPTEMBER 27, APPOINTMENT OF MR. NEMICHAND JAYAVANTRAJ MEHTA AS WHOLE-TIME DIRECTOR: RESOLVED THAT pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013; the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013; and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of the members be and is hereby accorded to appoint Mr. Nemichand Jayavantraj Mehta as a Whole-time Director of the Company for a period of five years from September 1, 2016 until August 31, 2021, on the remuneration and on such terms and conditions as set out below with liberty and authority to the Board of Directors to any amendments thereto or any re-enactment thereof as may be agreed to between the Board of Directors and Mr. Nemichand Jayavantraj Mehta: Tenure: The appointment of Mr. Nemichand Jayavantraj Mehta as the Whole-time Director shall be for a period of 5 years from September 1, Remuneration: a) Basic Salary: The Basic Salary of Mr. Nemichand Jayavantraj Mehta shall be Rs. 2,25,000/- per month with authority to the Board of Directors to increase the Basic Salary within the range of Rs. 2,25,000/- to Rs. 3,37,500/- per month. b) Perquisites & Allowances: In addition to the Basic Salary payable, Mr. Nemichand Jayavantraj Mehta shall be entitled to perquisites and allowances like: i) Company maintained accommodation or House Rent Allowance in lieu thereof subject to a maximum of 50% of Basic Salary; ii) iii) Other Allowances of Rs. 1,61,250/- per month with authority to the Board of Directors to increase the Other Allowances within the range of Rs. 1,61,250/- to Rs. 2,41,875/- per month; Personnel allowance subject to a ceiling of 20% of Basic Salary; iv) Medical reimbursements, Leave Travel Allowance (subject to 10% of Basic Salary in a year), club fees, personnel accident & medical insurance, use of chauffeur driven company car,

6 telecommunication facilities at residence and such other perquisites and allowances in accordance with rules of the Company; v) Company s contribution to provident fund, gratuity and leave encashment as per the rules of the Company; and vi) Other Allowances including Annual performance bonus/incentive, if any, based on the performance criteria as laid down by or approved by the Board. Perquisites shall be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rules, perquisites shall be evaluated at actual cost. c) Overall Remuneration: The aggregate of salary, perquisites and allowances in any one financial year shall not exceed the limits prescribed under Section 197 and other applicable provisions of the Companies Act, 2013, read with Schedule V to the said Act for the time being in force. d) Minimum Remuneration: In the event of loss or inadequacy of profits in any financial year during the tenure of services of the Whole-time Director, the payment of salary, perquisites and other allowances shall be governed by the limits prescribed under Section II of Schedule V of the Companies Act, RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto. STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Mr. Nemichand Jayavantraj Mehta was appointed as a Whole time Director by the Board of Directors of the Company for a period of five years from September 1, 2016 to August 31, 2021 in terms of the provisions of the Companies Act, 2013 and his period of office is liable to retirement by rotation. Mr. Nemichand Jayavantraj Mehta has given a declaration to the Board that he is not disqualified from becoming a director under the Companies Act, 2013 and has also consented to the proposed appointment as a Whole-time Director. The Company has received a notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Nemichand Jayavantraj Mehta for the office of Whole-time Director of the Company. A brief profile of Mr. Nemichand Jayavantraj Mehta is given below: Mr. Nemichand Jayavantraj Mehta is aged 53 years and is the former Chief Executive Officer of the Company. Prior to his appointment as Whole-time Director of the Company with effect from September 1, 2016, he was Chief Executive Officer of the Company from September 4, 2014 till August 31, He continues to be the Promoter of the Company. He holds a bachelor s degree in commerce from Swaran Mukth Shiksha Peeth, Punjab. He has experience of over a decade in the business of Container Freight

7 Station (CFS). He was on the Board since the incorporation of the Company until September 4, He is Director of Navkar Terminals Limited. He is responsible for the marketing and public relations activities of the CFS operations of the Company. The Board is of the opinion that the appointment of Mr. Nemichand Jayavantraj Mehta as Whole-time Director of the Company would be in the best interest of the Company. The Board accordingly recommends the resolution at Item No. 4 of the accompanying Notice for approval of the Members. Mr. Nemichand Jayavantraj Mehta is interested in the Special Resolution set out at Item No. 4 of the Notice. Mr. Shantilal Jayavantraj Mehta, relative of Mr. Nemichand Jayavantraj Mehta may be deemed to be interested in the said Resolution. Relatives of Mr. Nemichand Jayavantraj Mehta may be deemed to be interested in the said Resolution to the extent of their shareholding interest. Save and except as stated, none of the other Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 4 of the Notice.

8 RESOLUTIONS PASSED IN THE ANNUAL GENERAL MEETING OF NAVKAR CORPORATION LIMITED ( THE COMPANY ), HELD ON AUGUST 24, APPOINTMENT OF MR. ASHOK KUMAR THAKUR (DIN: ) AS AN INDEPENDENT DIRECTOR: RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), Mr. Ashok Kumar Thakur (DIN: ) who was appointed as an Additional Director on January 25, 2017 in accordance with the provision of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years with effect from January 25, 2017, subject to Mr. Ashok Kumar Thakur satisfying the criteria of independence in terms of the Companies Act, 2013, the Rules made thereunder and the Listing Regulations and shall not be liable to retire by rotation. APPOINTMENT OF MR. SHANTILAL JAYAVANTRAJ MEHTA AS CHAIRMAN CUM MANAGING DIRECTOR OF THE COMPANY: RESOLVED THAT pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013; the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013; and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of the members be and is hereby accorded to appoint Mr. Shantilal Jayavantraj Mehta (DIN: ) as Chairman and Managing Director of the Company for a period of three years from October 01, 2017 until September 30, 2020, on the remuneration and on such terms and conditions as set out below with liberty and authority to the Board of Directors to any amendments thereto or any re-enactment thereof as may be agreed to between the Board of Directors and Mr. Shantilal Jayavantraj Mehta: Tenure: The appointment of Mr. Shantilal Jayavantraj Mehta as the Chairman and Managing Director shall be for a period of 3 years from October 01, Remuneration: a) Basic Salary: The Basic Salary of Mr. Shantilal Jayavantraj Mehta shall be Rs.2,25,000/- per month with authority to the Board of Directors to increase the Basic Salary within the range of Rs.2,25,000/- to Rs.3,37,500/- per month.

9 b) Perquisites & Allowances: In addition to the Basic Salary payable, Mr. Shantilal Jayavantraj Mehta shall be entitled to perquisites and allowances like: i) Company maintained accommodation or House Rent Allowance in lieu thereof subject to a maximum of 50% of Basic Salary; ii) Other Allowances of Rs.1,61,250/- per month with authority to the Board of Directors to increase the Other Allowances within the range of Rs.1,61,250/- to Rs.2,41,875/- per month; iii) Personnel allowance subject to a ceiling of 20% of Basic Salary; iv) Medical reimbursements, Leave Travel Allowance (subject to 10% of Basic Salary in a year), club fees, personnel accident & medical insurance, use of chauffeur driven company car, telecommunication facilities at residence and such other perquisites and allowances in accordance with rules of the Company; v) Company s contribution to provident fund, gratuity and leave encashment as per the rules of the Company; and vi) Other Allowances including Annual performance bonus/ incentive, if any, based on the performance criteria as laid down by or approved by the Board subject to a ceiling of 20% of Basic Salary. Perquisites shall be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rules, perquisites shall be evaluated at actual cost. c) Overall Remuneration: The aggregate of salary, perquisites and allowances in any one financial year shall not exceed the limits prescribed under Section 197 and other applicable provisions of the Companies Act, 2013, read with Schedule V to the said Act for the time being in force. d) Minimum Remuneration: In the event of loss or inadequacy of profits in any financial year during the tenure of services of the Chairman and Managing Director, the payment of salary, perquisites and other allowances shall be governed by the limits prescribed under Section II of Schedule V of the Companies Act, RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.

10 STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No.4 Pursuant to the provisions of Section 161 of the Companies Act, 2013 and the rules made thereunder ( the Act ) read with Articles of Association of the Company, Mr. Ashok Kumar Thakur (DIN: ) was appointed as Additional Director in the capacity of Independent Director of the Company w.e.f. January 25, Accordingly, Mr. Ashok Kumar Thakur will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Act from a member of the Company, alongwith required deposit proposing the candidature of Mr. Ashok Kumar Thakur for the office of Director of the Company. Mr. Ashok Kumar Thakur has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ). In the opinion of the Board, Mr. Ashok Kumar Thakur fulfils the conditions specified in the Act and the rules made thereunder and the Listing Regulations for his appointment as Independent Director of the Company and he is independent of the management. Mr. Ashok Kumar Thakur is not disqualified from being appointed as a Director in terms of Section 164 of the Act and he has given his consent to act as Director. A brief profile of Directors to be appointed, including nature of their expertise and other disclosure as required under Regulation 36(3) of the Listing Regulations, is provided at Annexure A of this Notice. Terms and conditions of appointment of Mr. Ashok Kumar Thakur as Independent Director are open for inspection without any fee by any member at the registered office of the company as per the details mentioned in note 6. Except Mr. Ashok Kumar Thakur, being appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at item No. 04. The Board recommends the resolution at Item No. 04 in relation to the appointment of Mr. Ashok Kumar Thakur as Independent Director for the approval by the shareholders of the Company by way of Ordinary Resolution.

11 Item No.5 Mr. Shantilal Jayavantraj Mehta was appointed as Chairman and Managing Director by the Members of the Company in Extraordinary General Meeting held on September 30, 2014 for a period of three years with effect from October 1, 2014 in terms of the applicable provisions of the Companies Act, The present term of Mr. Shantilal Jayavantraj Mehta is expiring on September 30, The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, in its meeting held on May 29, 2017, subject to approval of the Members, has reappointed Mr. Shantilal Jayavantraj Mehta as Chairman and Managing Director of the Company for a period of three years from October 1, While recommending the re-appointment of Mr. Shantilal Jayavantraj Mehta as Chairman and Managing Director of the Company, the Nomination and Remuneration Committee evaluated the performance of Mr. Shantilal Jayavantraj Mehta on various parameters including his participation in the board and committee meetings, domain knowledge, business and economic acumen, accessibility to board members and employees, objectivity in his decision making, his leadership style and leading the organisation towards compliance culture and corporate governance policies/principles. Upon satisfactory performance evaluation, the Nomination and Remuneration Committee recommended to the Board re-appointment of Mr. Shantilal Jayavantraj Mehta as Chairman and Managing Director of the Company. Mr. Shantilal Jayavantraj Mehta has given a declaration to the Board that he is not disqualified from becoming a director under the Companies Act, 2013 and has also consented to the proposed appointment as Chairman and Managing Director. The Company has received a notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Shantilal Jayavantraj Mehta for the office of Chairman and Managing Director of the Company. A brief profile of Directors to be appointed, including nature of their expertise and other disclosure as required under Regulation 36(3) of the Listing Regulations, is provided at Annexure A of this Notice. Terms & conditions of appointment of Mr. Shantilal Jayavantraj Mehta as Chairman and Managing Director are open for inspection without any fee by any member at the registered office of the Company as per the details mentioned in note 6. Mr. Shantilal Jayavantraj Mehta, being appointee and Mr. Nemichand Jayavantraj Mehta, relative of appointee, may be deemed to be concerned or interested in the aforesaid resolution to the extent of the remuneration that may be received by Mr. Shantilal Jayavantraj Mehta. None of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 05.

12 The Board recommends the resolution at Item No. 05 in relation to the appointment of Mr. Shantilal Jayavantraj Mehta as Chairman and Managing Director for the approval by the shareholders of the Company by way of Special Resolution.