NOTICE OF GENERAL MEETING

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 24TH ANNUAL GENERAL MEETING OF SKS FASTENERS LIMITED (CIN: U27109PN1996PLC131826) WILL BE HELD ON WEDNESDAY THE 23RD DAY OF DECEMBER, 2020 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, 2020.

2.    To appoint a director in place of Mr. Rajiv Kumar Agarwal (DIN: 00535060) who retires by rotation, and being eligible, offers himself for re-appointment.

3.    To appoint a director in place of Mr. Vinodkumar Jain (DIN: 00484344) who retires by rotation, and being eligible, offers himself 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 21.10.2020 be and are hereby accorded for revision in  remuneration as mentioned in the slabs below w.e.f  01.11.2020: 

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. Sushilkumar Bindal

Managing Director

1,17,760/- + Performance Incentives 5,50,000/-

56700/-

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

Mr. Sudhanshu Bindal

Executive

1,09,753/- 

+ performance incentives 0.5%of net sales p.a

52845/-

1,62,598/- 

+ performance incentives 0.5%of net sales p.a

Mrs. Meenal Bindal

Executive

1,06504/- + Performance incentives 5% of net profit p.a

71280/-

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

Mr. Vinodkumar Jain

Executive

1,15,380/-

NA

1,15,380/-

Mr. Rajiv Kumar Agarwal

Executive

1,10,000/-

NA

1,10,000/-

Mr. Sanwarmall Changoiwala

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 2023-2024.”

Place: Pune                          FOR & ON BEHALF OF THE BOARD,

Date: 27th November 2020

                                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: 27th November 2020

                            

                            

                                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 13.10.2020 ) and Board of Directors (meeting dated 21.10.2020)of the Company have approved such payment of remuneration during insufficiency of profits due to outbreak of the Novel Coronavirus (COVID-19)  pandemic and its major impact on automobile sector.

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 2023-2024.

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 and Mrs. Meenal Bindal, 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.

Place: Pune                    FOR & ON BEHALF OF THE BOARD,

Date: 27th November 2019

                            

                                Sd/-

   SUSHILKUMAR PHOOLCHAND BINDAL

      CHAIRMAN & MANAGING DIRECTOR

       (DIN: 00484253)