Here - Orient Bell Limited
Contents
1. Il Full reimbursement of all medical expenses incurred for self and family including hospitalization membership of any hospital and or doctors scheme and medical insurance Facility of medical checkup treatment abroad if and when needed the total cost of which including travel to and fro and for the stay in the foreign country with an attendant shall be borne by the Company in addition to the aforesaid remuneration II Leave Travel Concession for self and family once in a year IV Subscription to clubs subject to a maximum of two clubs and credit card facility In case of clubs no admission and life membership fee shall be paid V Personal accident insurance premium vI Company maintained car with driver telephones mobile phones hand held e mail devices computers printers laptops i pads internet broadband connections and fax at residence Use of telephones mobile phones hand held e mail devices computers printers laptops i pads internet broadband connections fax and car with driver for official purposes shall not be considered as a perquisite The valuation of personal use of car would be as per prevalent Income tax Rules and personal use of telephone for long distance calls will be charged on actual basis VII Mr Madhur Daga shall be entitled to such other benefits or amounts as may be approved by the Board and permissible under Schedule V to the Companies Act 2013 or otherwise The following perquisi2. day of 2015 Revenue Stamp Signature of Member Signature of Proxyholder s NOTES 1 This form in order to be effective should be duly completed and deposited at the Corporate Office of the Company at IRIS House 16 Business Centre Nangal Raya New Delhi 110 046 not less than 48 hours before the commencement of the meeting 2 Those members who have multiple folios with different jointholders may use copies of this Attendance slip Proxy form
3. communicated to the BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed ix Members are requested to send their queries if any to the Company Secretary at Corporate Office at least 10 days before the date of the Extraordinary General Meeting x Members are requested to bring their copy of the Notice to the Extraordinary General Meeting Members Proxies Representatives are requested to bring the attendance slip enclosed to this Notice for attending the meeting xi As usual no gifts will be distributed at the meeting Place By order of the Board For Orient Bell Limited New Delhi Yogesh Mendiratta Dated 27 February 2015 Company Secretary amp Head Legal EXPLANATORY STATEMENT PURSUANT TO SECTION 102 1 OF THE COMPANIES ACT 2013 ITEM NO 1 The Members have at 36 AGM held on 27 09 2013 subject to the approval of Central Government passed the Re appointment and payment of Remuneration to Mr Madhur Daga as Whole Time Director designated as Joint Managing Director of the Company for a Period of 3 years commencing from 01 10 2013 to 30 09 2016 not liable to retire by rotation An application to the Central Government was filed in statutory form 25A vide SRN No B92400134 dated 26 12 2013 for seeking its approval for the re appointment and payment of remuneration to Mr Madhur Daga as Whole Time Director designated as Joint Managing Director of the Company not liable to
4. No A b to SI No m above to cast vote C Other Instructions a The e voting period commences on 17 03 2015 10 00 a m IST and ends on 19 03 2015 05 30p m IST During this period Members of the Company holding shares either in physical form or in dematerialized form as on 20 02 2015 may cast their vote electronically The e voting module shall be disabled by NSDL for voting thereafter Once the vote on a resolution is cast by the Member he shall not be allowed to change it subsequently The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on 20 02 2015 Ms Ashu Gupta Practicing Company Secretary Membership No FCS 4123 COP No 6646 has been appointed as the Scrutinizer to scrutinize the e voting process in a fair and transparent manner The Scrutinizer shall within a period not exceeding three working days from the conclusion of the e voting period unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer s Report of the votes cast in favour or against if any forthwith to the Chairman of the Company The results declared along with the Scrutinizer s Report shall be placed on the Company s website www orientbell com and on the website of NSDL www evoting nsdl com within two days of the passing of the resolutions at the Extraordinary General Meeting of the Company to be held on 30 03 2015 and
5. retire by rotation for the period of 3 years commencing from 01 10 2013 to 30 09 2016 The Central Government has vide its letter bearing no SRN No B92400134 2013 CL VII dated 31 07 2014 received by the Company on 05 08 2014 extended its approval for the re appointment of Mr Madhur Daga up to 30 09 2016 However the approval on payment of remuneration was accorded only for the period from 01 10 2013 to 31 03 2014 for an amount of Rs 1 20 Crores per annum In the Annual General Meeting held on 30 09 2014 the members also have approved the modifications to the terms of appointment of Mr Madhur Daga to the effect that his period of office was made liable to be determined for retirement by rotation All other terms of the said resolution dated 27 09 2013 was approved as unchanged including the payment of remuneration under the provisions of Companies Act 2013 On 10 12 2014 the Company has filed an application with the Central Government for seeking its approval for payment of remuneration for the remaining period i e from 01 04 2014 to 30 09 2016 but the same was not considered in view of MCA s General Circular No 32 2014 due to technical constraints Although vide Special Resolution passed by the Members on 30 09 2014 it was approved to pay remuneration to Mr Madhur Daga in accordance with provisions of Sections 196 amp 197 read with Schedule V of the Companies Act 2013 in order to make further compliance and as a measure of good Corporate Gover
6. 0urn420nnnnannnnnnnnnnnnnnnnnnnnnnnannnnnn 1 Only Member Proxyholder can attend the meeting 2 Member Proxyholder should bring his her copy of the Notice for reference at the meeting 3 No gifts will be distributed at the meeting O A So ORIENT BELL LIMITED Registered Office 8 Industrial Area Sikandrabad 203 205 Distt Bulandshahr U P Corporate Office Iris House 16 Business Centre Nangal Raya New Delhi 110 046 CIN L14101UP1977PLC021546 Tel 011 47119100 Fax 011 28521273 Email customercare orientbell com Website www orientbell com PROXY FORM Pursuant to Section 105 6 of the Companies Act 2013 and Rule 19 3 of the Companies Management and Administration Rules 2014 Name ofthe Member ita Registerca address isis aan SE FERN E mail luv seen sans Folio No Client ID siririca DP IDE unan di 1 3 as my our proxy to attend and vote on a poll for me us and on my our behalf at the Extraordinary General Meeting of the Company to be held on Monday March 30 2015 at 11 30 a m at its Registered Office at 8 Industrial Area Sikandrabad 203 205 Distt Bulandshahr U P and at any adjournment thereof in respect of such resolution as are indicated below 1 Approval of modification of remuneration payable to Mr Madhur Daga Whole Time Director Designated as Joint Managing Director of the Company for the period from 01 04 2014 to 30 09 2016 in terms of Companies Act 2013 Affix Signed on this
7. AN ACT AS PROXY ON BEHALF OF THE MEMBERS NOT EXCEEDING FIFTY 50 AND HOLDING IN AGGREGATE NOT MORE THAN 10 OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS A MEMBER HOLDING MORE THAN 10 OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR MEMBER Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting In case of joint holders attending the meeting only the first holder will be entitled to vote The explanatory statement pursuant to section 102 1 of the Companies Act 2013 in respect of special business is annexed hereto Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days except Sundays and Holidays during business hours up to the date of Extraordinary General Meeting The notice of this Extraordinary General Meeting has been sent electronically to those members whose e mail IDs are registered with the Company For members who have not registered their email address physical copies of this notice is being sent through permitted mode and the same is also placed on the website of the company viz www orientbell com Memb
8. ORIENT Bell M WALL 8 FLOOR TILES Ml ORIENT BELL LIMITED CORPORATE OFFICE Iris House 16 Business Centre Nangal Raya New Delhi 110 046 India Tel 91 11 4711 9100 Fax 91 11 2852 1273 REGD OFFICE 8 Indusirial Area Sikandrabad 203 205 U P India Tel 91 5735 222 203 222 424 91 81910 04575 76 Fax 91 5735 222 642 Email customercare orientbell com Website www OrientBell com CIN L14101UP1977PLC021546 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that the Extraordinary General Meeting of the members of Orient Bell Limited will be held on Monday the 30 day of March 2015 at 11 30 a m at the Registered Office of the Company at 8 Industrial Area Sikandrabad 203 205 Distt Bulandshahr U P to transact the following business To consider and if thought fit to pass with or without modification s the following Resolution as a Special Resolution ITEM NO 1 RESOLVED that in modification of the resolutions passed by the Members on 27 09 2013 and on 30 09 2014 and pursuant to the provisions of Sections 196 197 and 203 read with Schedule V and other applicable provisions if any of the Companies Act 2013 hereafter called the Act and rules made there under and any amendments thereto or statutory modifications or re enactment thereof and in conformity with the approval of Central Government vide its letter bearing no SRN No B92400134 2013 CL VII dated 31 07 2014 for reappoi
9. and falls under the category of Related Party as per the provisions of the Companies Act 2013 and Accounting Standards AS 18 issued by ICAI Mr Madhur Daga is the son of Mr Mahendra K Daga Managing Director of the Company Ill Other Information 1 At present the performance of the Company is satisfactory as compared to the industry norms However in the event of any unforeseen circumstances and conditions beyond its control the profitability of the Company may be affected 2 The Company is continuously looking at the new business opportunities and new markets to grow The Company s main thrust is on display of its exclusive product through its Tile Boutiques which are being opened in different parts of the company rapidly Such exclusive display areas are named as Orient Tile Boutique OTB for displaying Orient brand and another as Bell Tile Boutique BTB for displaying Bell Brand During the year under review among various other initiatives taken to improve the Company s sale the company has started online promotion sale of its Picture tiles through which a Customer can get his her desired picture printed on a Tile in specified sizes Besides above measures the Company is continuously working on new product development to catch the market sentiments and earn more profits 3 It is difficult to forecast the productivity and profitability in measurable terms However the productivity and profitability may improve and
10. d shall be adjusted accordingly The other terms and conditions as applicable and as set out in the special resolutions dated 27 09 2013 and 30 09 2014 shall remain unchanged RESOLVED further that subject to the approval of Central Government if required the Board of Directors Nomination amp Remuneration Committee be and is hereby authorised to grant further increments and other perquisites may be granted to Mr Madhur Daga so as not to exceed the maximum limit for payment of remuneration specified in Schedule V to the Companies Act 2013 or any amendments thereto and or alter and vary the terms and conditions of his appointment remuneration and or change his designation as may be agreed to between the Board of Directors Nomination amp Remuneration Committee and Mr Madhur Daga in compliance and conformity with the relevant provisions of the Act By order of the Board For Orient Bell Limited Place New Delhi Yogesh Mendiratta Dated 27 February 2015 Company Secretary amp Head Legal NOTES vi vii viii A MEMBER ENTITLED TO ATTEND AND VOTE IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF HERSELF THE PROXY NEED NOT BE A MEMBER OF THE COMPANY THE APPOINTMENT OF PROXY IN ORDER TO BE EFFECTIVE MUST BE LODGED AT THE CORPORATE OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING IN THE FORM ENCLOSED HERETO DULY FILLED AND AUTHENTICATED A PERSON C
11. ers who have not registered their e mail addresses so far are requested to register their e mail address with the Company by sending an e mail at investor orientbell com for receiving all communications including Annual Report Notices Circulars etc from the Company electronically In Compliance with the provisions of section 108 of the Act and Rules framed there under the members are provided with the facility to cast their vote electronically through the e voting services provided by NSDL on all resolutions set forth in this Notice The instructions for e voting are as under A In case a Member receives an e mail from NSDL for Members whose e mail addresses are registered with the Company Depositories a Open the e mail and also open PDF file namely Orient evoting pdf with your Client ID or Folio No as password The said PDF file contains your user ID and password for e voting Please note that the password is an initial password b Log on to e voting website https www evoting nsdl com c Click on Shareholder Login d If you are already registered with NSDL for e voting then you can use your existing user ID and password e Ifyou are logging in for the first time please enter the user ID and password f The Password Change Menu will appear on your screen Change to a new password of your choice making sure that it contains a minimum of 8 digits or characters or a combination of both Please take utmost care to kee
12. has over 19 years of successful experience Under the overall supervision of the Board of Directors he has been instrumental in taking the Company from strength to strength to its present position ii During FY 2013 14 Mr Madhur Daga has received remuneration of Rs 1 18 86 100 in the capacity of Whole Time Director designated at Joint Managing Director iii Mr Madhur Daga had joined the Company on 01 01 1998 as the Whole Time Director designated as Executive Director and since then Mr Daga has been serving the Company Mr Madhur Daga was re designated as Joint Managing Director w e f 01 10 2013 Mr Daga although responsible for the overall management of the company in his present role spends most of his time leading the Company s Product Innovation Team amp interacting with customers iv Mr Madhur Daga s role in the Company as Joint Managing Director of the Company is most suitable considering his present role in the Company s day to day management Under his valuable guidance and leadership the Company has achieved significant growth in a considerable less span of time and has carved a niche for itself in the industry v The detail of proposed remuneration is as per special resolution vi The remuneration proposed to be paid to Mr Madhur Daga is commensurate with the size of the Company nature of its operations and is in line with the industry standards vii Mr Madhur Daga is a Promoter Director of the Company
13. nance this explicit and detailed remuneration which is in conformity with the relevant provisions of Companies Act 2013 is proposed to be passed by the Members as a Special Resolution The Nomination amp Remuneration Committee and Board of Directors have in their respective meetings held on 27 02 2015 recommended the payment of Remuneration to Mr Madhur Daga in terms of proposed Special Resolution The following disclosures are being made in this Explanatory Statement in compliance with Section Il in Part Il of Schedule V to the Companies Act 2013 General Information a The Company is engaged in the business of manufacture and trading of Ceramic Tiles The manufacturing facilities of the Company are situated at Sikandrabad Uttar Pradesh Dora Gujarat and Hoskote Karnataka b The Company had commenced commercial production w e f 7 October 1977 c The Company is an existing entity and has already commenced Commercial Production d Financial performance of the Company for the year 2013 14 is as follows Rs in Lacs Basic Diluted Earning Per Share Rs 1 49 1 48 7 2417 24 e The company has earned Rs 0 22 Lacs FOB value of Exports in foreign Exchange during the financial year 2013 14 Il Information about the appointee i Mr Madhur Daga BBA University of Southern California US PG with a degree in International Corporate Finance University of New South Wales Sydney Australia aged about 42 yrs
14. ntment up to 30 09 2016 and payment of remuneration up to 31 03 2014 to Mr Madhur Daga and subject to the approval of Central Government if necessary consent of the Company be and is hereby accorded for the payment of Remuneration up to Rs 1 20 00 000 Rupees One Crore Twenty Lakhs only per annum to Mr Madhur Daga as Whole Time Director designated as Joint Managing Director of the Company liable to retire by rotation for a period from 01 04 2014 to 30 09 2016 on the terms and conditions as set out below A Salary Rs 6 40 000 Rupees Six Lakhs Forty Thousand only per month B Commission On net profits of the Company computed in accordance with relevant provisions of the Act to be determined by the Board from time to time provided that the total remuneration including salary commission and other perquisites shall be subject to the overall ceilings laid down in the relevant provisions of the Act or any amendments thereto C Perquisites In addition to the Salary and Commission Mr Madhur Daga shall be entitled as per rules of the Company to the following perquisites with an authority to the Board to grant alter or vary from time to time the amount and type of perquisites payable to him I Rent free furnished unfurnished residential accommodation or HRA of maximum of 60 of salary in lieu thereof The expenditure incurred by the Company on gas electricity water and furnishings shall be valued as per Income Tax Rules 1962
15. p your password confidential g Once the e voting home page opens click on e voting gt Active Voting Cycles h Select EVEN E Voting Event Number of Orient Bell Limited Now you are ready for e voting as Cast Vote page opens m Se Ho m Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted Upon confirmation the message Vote cast successfully will be displayed Once the vote on the resolution is cast the Member shall not be allowed to change it subsequently Institutional shareholders i e other than individuals HUF NRI etc are required to send scanned copy PDF JPG format of the relevant Board Resolution Authority letter etc together with attested specimen signature of the duly authorized signatory ies who are authorized to vote to the Scrutinizer through e mail to agc scrutinizer gmail com with a copy marked to evoting nsdl co in In case of any queries you may refer the Frequently Asked Questions FAQs Shareholders and e voting user manual Shareholders available at the downloads section of www evoting nsdl com B Incase a Member receives physical copy of the Notice of Extraordinary General Meeting for Members whose email addresses are not registered with the Company Depositories a b Initial password is provided in the enclosed ballot form EVEN E Voting Event Number user ID and password Please follow all steps from SI
16. tes shall also be allowed and they will not be included in the computation of the ceiling on perquisites i Company s contribution to Provident Fund Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act 1961 ii Payment of Gratuity payable at a rate not exceeding half a month s salary for each completed year of service and ii Encashment of leave at the end of the tenure The Company shall reimburse traveling entertainment and other business promotion expenses actually incurred for the business of the Company For the purpose of Gratuity and other benefits the services of Mr Madhur Daga will be considered continuous service with the Company from the date he joined the services of this Company in any capacity including renewal of his agreement with the Company as Whole Time Director or in any other capacity as may be decided by the Board of Directors from time to time Mr Madhur Daga shall not be paid any fee for attending meeting s of the Board or Committee s thereof Minimum Remuneration Notwithstanding anything herein contained in case of no profits or inadequate profits in any financial year the payment of salary perquisites and other allowances shall be as aforesaid subject to the limits approvals as prescribed under Section Il of Part Il of Schedule V to the Act or any other statutory modifications therein substitutions or re enactment thereof an
17. would be comparable with the industry average IV Disclosures The details of remunerations and other information shall be given in the Corporate Governance part of the Board of Directors Report attached to the Financial Statements for the FY 2014 15 None of the Directors except Mr Madhur Daga and Mr Mahendra K Daga who is the father of Mr Madhur Daga are concerned or interested in the Special Resolution The Board of Directors recommends the passing of the Resolution at Item No 1 as Special Resolution By order of the Board For Orient Bell Limited Place New Delhi Yogesh Mendiratta Dated 27 February 2015 Company Secretary amp Head Legal ORIENT BELL LIMITED Registered Office 8 Industrial Area Sikandrabad 203 205 Distt Bulandshahr U P Corporate Office Iris House 16 Business Centre Nangal Raya New Delhi 110 046 CIN L14101UP1977PLC021546 Tel 011 47119100 Fax 011 28521273 Email customercare orientbell com Website www orientbell com ATTENDANCE SLIP To be presented at the entrance EXTRAORDINARY GENERAL MEETING ON MONDAY MARCH 30 2015 AT 11 30 A M at 8 Industrial Area Sikandrabad 203 205 Distt Bulandshahr U P A NO NO Of SNARES inccrsinirina retrete DPD ent ai edo do ld rte Client Dir ici ria Name or the Member ui ii os deceased SIGNALUNE corsa Name of the Proxyholder ooooccccocccccccccooccconcccononcnnnncnnnnccnnnn cnn cana r nro nr nan cnn rr cnn rra rrrann rca Signature 2
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