Annual Report 2011 - 12 - Nagarjuna Fertilizers

3. PerquisitesPerquisites shall be restricted to an amount equal to the annual salary.i. Housing:a. The expenditure incurred by the Company on hiring furnished accommodationwill be subject to a ceiling of 60% of the salary; orb. In case the accommodation is owned by the Company, 10% of the salary shallbe deducted by the Company; orc. In case no accommodation is provided by the Company, Shri K Rahul Raju shallbe entitled to house rent allowance subject to the ceiling laid down in clause (a).Explanation: The expenditure incurred by the Company on gas, electricity,water and furnishings shall be valued as per the Income-tax Rules, 1962,subject to a ceiling of 10% of the salary.ii. Medical Reimbursement:Reimbursement of the expenses incurred for self and family subject to a ceilingof one month's salary in a year or three months' salary over a period of threeyears.iii. Leave Travel Concession:Leave travel concession for self and family once in a year, incurred inaccordance with the rules of the Company.Explanation: Family for (ii) and (iii) means the spouse, the dependant childrenand dependant parents.iv. Club Fees:Fees of clubs subject to a maximum of two clubs. No admission and lifemembership fee shall be paid.v. Personal Accident Insurance:Personal accident insurance of an amount, the annual premium of which doesnot exceed ` 10,000/- per annum.vi. a. Company's contribution towards provident fund as per the rules of theCompany.b. Gratuity as per the rules of the Company.c. Company's contribution towards superannuation fund as per the rules of theCompany.The aforesaid perquisites stated in (vi)(a), (vi)(b) and (vi) (c) shall not be includedin the computation of minimum remuneration to the extent these either singlyor put together are not taxable under the Income Tax Act, 1961.vii. Earned Leave:On full pay and allowances and perquisites, as per the rules of the Company.Encashment of leave at the end of the tenure shall not be included in thecomputation of the minimum remuneration.viii. Car for use on Company's business and telephone at residence shall not beconsidered as perquisites.“RESOLVED FURTHER THAT the remuneration specified above for Shri K RahulRaju, Managing Director may, subject to overall ceiling specified above andsubject to Schedule XIII of the Companies Act, 1956, be modified as may beagreed to by the Company and Shri K Rahul Raju, Managing Director”“RESOLVED FURTHER THAT the perquisites mentioned above shall beinterchangeable within the overall ceiling of the annual salary of Shri K RahulRaju, Managing Director”9. To consider and if thought fit, to pass with or without modification(s), thefollowing resolution as a Special Resolution:“RESOLVED THAT pursuant to Section 293(1)(e) of the Companies Act, 1956and other applicable provisions, if any, the consent of the Company be and ishereby accorded to the Board of Directors of the Company to approve/ ratifythe contribution not exceeding ` 25 lakhs made during the previous FinancialYear and make contribution upto an amount not exceeding ` 2 crore duringthe Financial Year 2012-2013 to charitable and other funds or trusts.”By Order of the BoardHyderabadJune 12, 2012M RamakanthSecretaryNOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF ANDSUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.2. Instrument of proxies in order to be effective must be deposited at theCompany’s registered office not less than 48 hours before the meeting.3. Members are requested to notify immediately the change, if any, of theaddress registered with the Company.4. Members desiring to seek any information on the annual accounts arerequested to write to the Company at an early date to enable compilation ofinformation.5. The Securities and Exchange Board of India has notified your Company’s equityshares for compulsory trading in the dematerialized form.Shareholders may also avail of the facility of trading in the demat form andmay contact the Company in this regard.6. The Register of Members and the Share Transfer Books will remain closed fromAugust 16, 2012 to August 31, 2012 (both days inclusive).7. The Company has received approval for listing of 59,80,65,003 Equity Sharesfrom Bombay Stock Exchange on December 14, 2011 and In-principleapproval for listing from National Stock Exchange on January 13, 2012. TheCompany is awaiting relaxation from SEBI under Rule 19(2)(b) of the SecuritiesContracts (Regulation) Rules, 1957.8. The Company has paid the initial listing fees to The Bombay Stock Exchange,and The National Stock Exchange of India Limited, Mumbai.9. Subject to the provisions of Section 206A of the Companies Act, 1956,dividend as recommended by the Board of Directors, if declared at themeeting, will be payable on or before September 30, 2012 to those memberswhose names appear on the Register of Members as on August 14, 2012In respect of shares held in electronic form, the dividend shall be paid to thebeneficial owners of the shares as on closing hours of business on August 14,2012 as per details furnished by the National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL).10. Members whose shareholding is in the electronic mode are requested to directchange of address, notifications and updations of bank account details to theirrespective Depository Participants. Members are encouraged to utilize theNational Electronic Clearing System (NECS) for receiving dividends.To avail NECS Facility, Members holding shares in physical form may contactthe Company for the NECS Mandate form and return the same to theCompany or the Registrar and Transfer Agent, at the earliest.In case of members holding shares in demat mode, they should furnish thedetails in the prescribed format to their respective Depository Participants (DPs).11. Members are requested to update the new bank account number allottedafter implementation of Core Banking Solutions (CBS) to the Company in caseof shares held in physical form and to DP in case of shares held in demat form.12. Members are requested to address all correspondences, including dividendmatters, to the Registrar and Share Transfer Agents, XL Softech SystemsLimited, 3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad 500 034, India.13. Members wishing to claim dividends, which remain unclaimed, are requestedto correspond with the Company, at the Company’s Registered Office.Members are requested to note that dividends not encashed or claimed withinseven years from the date of transfer to the Company’s Unpaid DividendAccount, will, as per Section 205 C of the Companies Act, 1956, be transferredto the Investor Education and Protection Fund.14. The Ministry of Corporate Affairs (“MCA”) has taken a “Green Initiative inthe Corporate Governance” by allowing paperless compliances bycompanies and has issued a circular on April 21, 2011 stating that theservice of document by a Company can be made through electronic mode.In view of the circular issued by MCA, we propose to deliver documentslike the Notice calling the Annual General Meeting / Extra-ordinary Generalmeeting / Audited Annual Accounts / Report of the Auditors / Report ofthe Directors, etc., in electronic form to the email address provided by theshareholders.Annual Report 2011-12 | 13