NOTICE OF GENERAL MEETING

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 25TH ANNUAL GENERAL MEETING OF SKS FASTENERS LIMITED (CIN: U27109PN1996PLC131826) WILL BE HELD ON FRIDAY THE 24TH  DAY OF SEPTEMBER, 2021 AT 3.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 1990, AMBETHAN ROAD, CHAKAN, TAL. RAJGURUNAGAR, DIST. PUNE-410501 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1.    To consider and adopt the Board’s Report, the Audited Balance Sheet and Statement of Profit & Loss for the financial year ended on 31stMarch, 2021.

2.    To appoint a director in place of Mr. Sudhanshu Sushil Bindal (DIN: 00677932) who retires by rotation, and being eligible, offers himself for re-appointment.

3.    To appoint a director in place of Mrs. Meenal Sudhanshu Bindal (DIN: 01682193) who retires by rotation, and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS

4.     To consider revision in Director’s Remuneration and to consider and if thought fit, to pass with or without modifications the following resolution as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to the provisions of Section 196, 197 and Schedule V, of the Companies Act, 2013 and Rules made there under (including any statutory modification thereto from time to time or any re-enactment thereof for the time being in force) and all other applicable provisions, if any, consent of the members be and is hereby accorded that on the basis of recommendations of the Nomination and Remuneration Committee and Board Meeting dated 17.02.2021 be and are hereby accorded for revision in  remuneration as mentioned in the slabs below w.e.f  01.02.2021: 

NAME OF DIRECTOR

CATEGORY OF DIRECTOR

LAST GROSS REMUNERATION

(Amt. in Rs. Per month)

REVISION IN REMUNERATION (Amt in Rs.) 

TOTAL GROSS REMUNERAION

(Amt. in Rs. Per month)

Mr. SushilkumarBindal

Managing Director

1,74,460/- + Performance Incentives 5,50,000/- 

18800/-

1,93,260/- + Performance Incentives 5,50,000/- 

Mr. Sudhanshu Bindal

Executive

1,62,598/- 

+ performance incentives 0.5%of net sales p.a

18800/-

1,81,398/- 

+ performance incentives 0.5% of net sales p.a

Mrs. Meenal Bindal

Executive

1,77,784/- + Performance incentives 5% of net profit p.a

18800/-

1,96,584/- + Performance incentives 5% of net profit p.a

Mr. Vinodkumar Jain

Executive

1,15,380/-

14520/-

1,29,900/-

Mr. Rajiv Kumar Agarwal

Executive

1,10,000/-

10000/-

1,20,000/-

Mr. SanwarmallChangoiwala

Independent Director

30,000/-

NA

30,000/-

Mahendra Kumar Sharma

Independent Director

30,000/-

NA

30,000/-

RESOLVED FURTHER THAT the Board of Directors of the Company may revise the remuneration payable to directors from time to time subject to maximum limit prescribed in Schedule V and for maximum period up to 2022-2023.”

5.    To Re-appoint Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year 2021-22 and to consider and if thought fit, to pass with or without modifications the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (the Rules), consent of the Members be and is hereby accorded that the Board of Directors, in its meeting held on 01.09.2021 on the basis of recommendations of the Audit Committee to re-appoint M/s. JNP & ASSOCIATES, Cost Accountants, (Firm Registration Number 000572) for conducting the audit of the cost records of the Company for the Financial Year 2021-22 commencing from 1st April, 2021 and ending on 31st March, 2022, be paid remuneration as mutually decided by board and cost auditor plus taxes as may be applicable and reimbursement of such other out of pocket expenses, if any, as may be incurred by them during the course of Audit.

RESOLVED FURTHER THAT approval of the Member be accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

Place: Pune                      FOR & ON BEHALF OF THE BOARD,

Date: 1st September 2021

                                                    

                                              Sd/-

                        SUSHILKUMAR PHOOLCHAND BINDAL

                        CHAIRMAN & MANAGING DIRECTOR

                                              (DIN: 00484253)

NOTES:    

  1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

  1. THE INSTRUMENT APPOINTING THE PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND MUST BE SENT TO THE COMPANY SO AS TO REACH AT IT’S REGISTERED OFFICE NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.  

Place: Pune                    FOR & ON BEHALF OF THE BOARD,

Date: 1st September 2021

                            

                            

                                 Sd/-

                        SUSHILKUMAR PHOOLCHAND BINDAL

                        CHAIRMAN & MANAGING DIRECTOR

                                          (DIN: 00484253)    

STATEMENT TO BE ANNEXED TO NOTICE IN PURSUANCE OF THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013.

ITEM NO. 4:

Considering the current profits and legal requirements in this behalf Nomination & remuneration Committee (meeting dated 09.02.2021 ) and Board of Directors (meeting dated 17.02.2021)of the Company have approved such payment of remuneration during insufficiency of profits due to outbreak of the Novel Coronavirus (COVID-19)  pandemic.

The Board may, from time to time, increase, modify, vary or alter the salary (including salary range), perquisites, allowances, Performance Incentive and other benefits subject to the maximum limit prescribed in Schedule V and for maximum period of three years from 2020-21 to 2022-2023.

Such payment of managerial remuneration during insufficiency of profits as assented by the Board of directors needs the approval of members by way of a Special Resolution. Hence, your Directors recommend the approval of the resolution as a Special Resolution.

Mr. Sushil Kumar Bindal, Mr. Sudhanshu Bindal, Mrs. Meenal Bindal, Mr. Vinodkumar Jain and Mr. Rajiv Kumar Agarwal Directors of the Company may be deemed to be concerned or interested in the capacity of Directors in the resolution, while none of the other directors and Key Managerial Personnel of the Company or their relatives are concerned or are interested in this resolution.

ITEM NO. 5:

The Board, on the recommendation of the Audit Committee (meeting dated 27.08.2021), has approved the re-appointment ofM/s. JNP & ASSOCIATES, Cost Accountants, (Firm Registration Number 000572) for conducting the audit of the cost records of the Company for the 

Financial Year 2022 commencing from 1st April, 2021 and ending on 31st March, 2022, be paid remuneration as mutually decided by board and cost auditor plus taxes as may be applicable and reimbursement of such other out of pocket expenses, if any, as may be incurred by them during the course of Audit.

The Board (meeting dated 01.09.2021) recommends the approval to JNP & ASSOCIATES, Cost Accountants for conducting the cost audit and passing of the resolution set out at item no.5 of the Notice.

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned or interested in the passing of the resolution.

Place: Pune                    FOR & ON BEHALF OF THE BOARD,

Date: 1st September 2021                            

                                          Sd/-

   SUSHILKUMAR PHOOLCHAND BINDAL

      CHAIRMAN & MANAGING DIRECTOR

                                                    (DIN: 00484253)