DHAMPUR SUGAR MILLS LIMITED

DHAMPUR, DISTRICT BIJNOR (U.P.) 246761 Tel: 01344-220006, Fax: 01344-220662

Email:investordesk@dhampur.com

Website: www.dhampur.com, CIN : L15249UP1933PLC000511

NOTICE TO SHAREHOLDERS

Notice is hereby given that the 82nd Annual General Meeting of the Company shall be held on Monday, the 28th day of August, 2017 at the Registered Office of the Company at Sugar Mill Compound, Dhampur, Distt. Bijnor (U.P.) at 2.00 p.m. to transact the following business:-

Ordinary Business: Item No. 1

To receive, consider and adopt the Balance Sheet as at 31st March, 2017 and the Profit & Loss Account of the Company for the year ended 31st March, 2017 together with Board's Report and Auditors' Report thereon.

Item No. 2

To confirm the payment of Interim Dividend on Equity Shares and to declare Final Dividend on Equity Shares for the Financial Year 2016-17.

Item No. 3

To appoint a director in place of Shri Vijay Kumar Goel, who retires by rotation and being eligible offers himself for re-appointment.

Item No. 4

To appoint a director in place of Shri Ashok Kumar Goel, who retires by rotation and being eligible offers himself for re- appointment.

Item No. 5

To appoint a director in place of Shri Gaurav Goel, who retires by rotation and being eligible offers himself for re-appointment.

Item No. 6

Appointment of Statutory Auditors of the Company:

To consider, and if thought fit, to pass the following resolution as

ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of Companies Act, 2013,

M/s TR Chadha & Co., Chartered Accountants, (Firm Registration number 006711N/N500028) and M/s Atul Garg & Associates, Chartered Accountants, (Firm Registration number 01544C) be and are hereby appointed as Joint Statutory Auditors of the Company in place of M/s Mittal Gupta & Company, Chartered Accountants, Kanpur, (Firm Reg No. 01874C) to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of Eighty Seventh AGM to be held in the year 2022 ( subject to ratification of their appointment at every AGM if so required under the Act ), at a remuneration of `9,50,000 and

` 11,00,000 per annum and applicable taxes and re-imbursement of expenses incurred / to be incurred on actual basis.

Special Business: Item No. 7

Payment of Remuneration to the Cost Auditor for the Financial Year 2017-18:

To consider, and if thought fit, to pass with the following resolutions

as ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 148

(3) and all other applicable provisions, if any, of the Companies Act, 2013 ("Act") and Rules framed thereunder, as amended from time to time and such other permissions as may be necessary, the members hereby ratify the remuneration of `1,50,000/- and applicable taxes and re-imbursement of expenses incurred / to be incurred on actual basis payable to Shri S.R. Kapur, Cost Accountant, Khatauli District-Muzaffarnagar (U.P.) who was re- appointed as Cost Auditors of the Company for the financial year 2017-18 by the Board of Directors of the Company.

Item No. 8

Invitation and Acceptance of Fixed Deposits from the Members and Public:

To consider and if thought fit, to pass the following resolution as

a Special Resolution:-

"RESOLVED that pursuant to the provisions of Sections 73, 76 and all other applicable provisions, if any, of the Companies Act,

2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014, the consent of the members be and is here by accorded to the Board of Directors of the Company to invite and accept fixed deposits from the public and members within limits prescribed in the Act and the overall borrowing limits of the Company, as approved by the Members, from time to time.

"RESOLVED FURTHER that the Board of Directors be and is hereby authorized to finalize the scheme for invitation and acceptance of fixed deposits from the members and the public and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution."

Item No. 9

Payment of Commission to Non-Executive Directors of the Company

To consider and if thought fit, to pass the following resolution as

a Special Resolution:-

"RESOLVED THAT pursuant to provisions of Section 197 and other applicable provisions of the Companies Act, 2013 and Schedule V to the Companies Act, 2013, the Company be and is hereby authorized to pay Commission to all the non-executive Directors ( i.e. except the Managing Director, Executive Directors and Institutional Directors ) of the amount as may be decided by the Board, subject however that the aggregate of such commission shall not exceed to 1% of the net profit of the Company for Financial Year 2017-18, computed in the manner referred to Section 198(1) of the said Act." "RESOLVED FURTHER that the Board of Directors be and is hereby authorized to do all the necessary acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item No. 10

Adoption of new Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013

To consider and if thought fit, to pass the following resolution as

a Special Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification (s) or reenactment thereof, for the time being in force) the draft Articles as contained in the Articles of Association, submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the provisions contained in the existing Articles of Association of the Company. "RESOLVED FURTHER that the Board of Directors be and is hereby authorized to do all the necessary acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item No. 11

Re-appointment of Shri V.K. Goel, Chairman and Executive

Director of the Company and to fix his remuneration.

To consider and if thought fit, to pass the following resolution as

a Special Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 149,152,196,197,198,202 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder as amended from time to time and other Government/other regulatory approvals as may be required from time to time, the Company hereby approves re-appointment of Shri V.K. Goel as Chairman and Executive Director of the Company for a further period of 3 (Three) years with effect from 1st April 2017. RESOLVED FURTHER THAT the yearly remuneration (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) and perquisites to be paid to Shri V.K Goel, Chairman and Executive Director, for a period of three years with effect from 1st April , 2017 are as under: Remuneration:

Salary: With effect from 1st April, 2017, `1, 25, 00,000 per annum (In grade of 5% increase every year)

Perquisites: Housing: For accommodation owned / rented by the company a deduction @ 10% of the salary or actual rent paid by Company whichever is lower. Electric, Gas, Water and Furnishing: The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per Income-Tax Rules, 1962. This shall, however, be subject to a ceiling of 10% of Salary of the Chairman and Executive Director. Medical: Reimbursement of actual expenses incurred for self and family subject to ceiling of one month's salary in a year or three months' salary over a period of three years. Leave Travel: For self and family once a year incurred in accordance with the rules of the company. Club Fees: Club fees subject to maximum of two clubs but not admission and life membership fees.

Personal Accident Insurance: Premium for insurance not to exceed `12,000/- per annum plus Service Tax as applicable.

Others: (Not to be treated as perquisites). Provident Fund: Employer's contribution to Provident Fund to the extent not taxable under the Income-tax Act, 1961. Gratuity: At the rate of half month's salary for each completed year of service as per the existing policies of the Company.

Conveyance: For use of Company's Car for private purposes a sum of `1000/- per month to be paid to the company.

RESOLVED FURTHER THAT the aforesaid monthly payment and monetary value of perquisites to be included in the remuneration for the purpose of Section 197 of the Companies Act, 2013 shall be within the limits as specified in the event of absence or inadequacy of net profit computed in the manner provided under the said section." RESOLVED FURTHER THAT in addition to the above basic salary and perquisites, Shri V.K Goel be also paid remuneration by way of Commission @1.5% of the Net Profits of the Company as determined in accordance with the provisions of Sections 197 and 198 and other applicable provisions, if any of the Companies Act, 2013. RESOLVED FURTHER THAT the total remuneration payable to

Shri V.K Goel, will not exceed 5% Net Profits of the Company.

RESOLVED FURTHER THAT in case, the total remuneration payable to all the Managing Directors and Whole Time Directors of the Company exceeds 10% of Profits of the Company, a proportionate deduction shall be made from the commission payable to Managing Directors/Whole Time Directors to restrict the total remuneration at 10% of the profit of the Company as determined in accordance with the provisions of Sections 197 and 198 and other applicable provisions, if any of the Companies Act, 2013. "RESOLVED FURTHER that the Board of Directors be and is hereby authorized to do all the necessary acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item No. 12

Re-appointment of Shri A.K. Goel, Vice Chairman and

Executive Director of the Company and to fix his remuneration

To consider and if thought fit, to pass the following resolution as

a Special Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 149,152,196,197,198,202 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder as amended from time to time and other Government/other regulatory approvals as may be required from time to time, the Company hereby approves re-appointment of Shri A.K. Goel as Vice Chairman and Executive Director of the Company for a period of 3 (Three) years with effect from 1st April 2017. RESOLVED FURTHER THAT the yearly remuneration (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) and perquisites to be paid to Shri A.K Goel, Vice Chairman and Executive Director, for a period of three years with effect from 1st April , 2017 are as under: Remuneration:

Salary: With effect from 1st April, 2017, `1,25, 00,000 per annum (In grade of 5% increase every year)

Perquisites: Housing: For accommodation owned / rented by the company a deduction @ 10% of the salary or actual rent paid by Company whichever is lower. Electric, Gas, Water And Furnishing: The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per Income-Tax Rules, 1962. This shall, however, be subject to a ceiling of 10% of Salary of the Vice Chairman and Executive Director. Medical: Reimbursement of actual expenses incurred for self and family subject to ceiling of one month's salary in a year or three months' salary over a period of three years. Leave Travel: For self and family once a year incurred in accordance with the rules of the company. Club Fees: Club fees subject to maximum of two clubs but not admission and life membership fees.

Personal Accident Insurance: Premium for insurance not to exceed `12,000/- per annum plus Service Tax as applicable.

Others: (Not to be treated as perquisites). Provident Fund: Employer's contribution to Provident Fund to the extent not taxable under the Income-tax Act, 1961. Gratuity: At the rate of half month's salary for each completed year of service as per the existing policies of the Company.

Conveyance: For use of Company's Car for private purposes a sum of `1000/- per month to be paid to the company.

RESOLVED FURTHER THAT the aforesaid monthly payment and monetary value of perquisites to be included in the remuneration for the purpose of Section 197 of the Companies Act, 2013 shall be within the limits as specified in the event of absence or inadequacy of net profit computed in the manner provided under the said section." RESOLVED FURTHER THAT in addition to the above basic salary and perquisites, Shri A.K. Goel be also paid remuneration by way of Commission @1.5% of the Net Profits of the Company as determined in accordance with the provisions of Sections 197 and 198 and other applicable provisions, if any of the Companies Act, 2013. RESOLVED FURTHER THAT the total remuneration payable to

Shri A.K. Goel, will not exceed 5% Net Profits of the Company.

RESOLVED FURTHER THAT in case, the total remuneration payable to all the Managing Directors and Whole Time Directors of the Company exceeds 10% of Profits of the Company, a proportionate deduction shall be made from the commission payable to Managing Directors/Whole Time Directors to restrict the total remuneration at 10% of the profit of the Company as determined in accordance with the provisions of Sections 197 and 198 and other applicable provisions, if any of the Companies Act, 2013. "RESOLVED FURTHER that the Board of Directors be and is hereby authorized to do all the necessary acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item No. 13

Re-appointment of Shri Gaurav Goel, Managing Director of

the Company and to fix his remuneration

To consider and if thought fit, to pass the following resolution as

a Special Resolution:-

RESOLVED THAT pursuant to the provisions of Section 149,152,196,197,198,202 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder as amended from time to time and other Government/other regulatory approvals as may be required from time to time, the Company hereby approves re-appointment of Shri Gaurav Goel as Managing Director of the Company for a further period of 3 (Three) years with effect from 1st April 2017. RESOLVED FURTHER THAT the yearly remuneration (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) and perquisites to be paid to Shri Gaurav Goel, Managing Director for a period of three years with effect from 1st April , 2017are as under: Remuneration :

Salary: With effect from 1st April, 2017, `1,25,00,000 per annum (In grade of 5% increase every year)

Perquisites: Housing: For accommodation owned / rented by the company a deduction @ 10% of the salary or actual rent paid by Company whichever is lower. Electric, Gas, Water And Furnishing: The expenditure incurred by the Company on gas, electricity, water and furnishing shall be valued as per Income-Tax Rules, 1962. This shall, however, be subject to a ceiling of 10% of Salary of the Managing Director. Medical: Reimbursement of actual expenses incurred for self and family subject to ceiling of one month's salary in a year or three months' salary over a period of three years. Leave Travel: For self and family once a year incurred in accordance with the rules of the company. Club Fees: Club fees subject to maximum of two clubs but not admission and life membership fees.

Personal Accident Insurance: Premium for insurance not to exceed `12,000/- per annum plus Service Tax as applicable.

Others: (Not to be treated as perquisites). Provident Fund: Employer's contribution to Provident Fund to the extent not taxable under the Income-tax Act, 1961. Gratuity: At the rate of half month's salary for each completed year of service as per the existing policies of the Company.

Conveyance: For use of Company's Car for private purposes a sum of `1000/- per month to be paid to the company.

RESOLVED FURTHER THAT the aforesaid monthly payment and monetary value of perquisites to be included in the remuneration for the purpose of Section 197 of the Companies Act, 2013 shall be within the limits as specified in the event of absence or inadequacy of net profit computed in the manner provided under the said section." RESOLVED FURTHER THAT in addition to the above basic salary and perquisites, Shri Gaurav Goel be also paid remuneration by way of Commission @1.5% of the Net Profits of the Company as determined in accordance with the provisions of Sections 197 and 198 and other applicable provisions, if any of the Companies Act, 2013. RESOLVED FURTHER THAT the total remuneration payable to

Shri Gaurav Goel, will not exceed 5% Net Profits of the Company.

RESOLVED FURTHER THAT in case, the total remuneration payable to all the Managing Directors and Whole Time Directors of the Company exceeds 10% of Profits of the Company, a proportionate deduction shall be made from the commission payable to Managing Directors/Whole Time Directors to restrict the total remuneration at 10% of the profit of the Company as determined in accordance with the provisions of Sections 197 and 198 and other applicable provisions, if any of the Companies Act, 2013. "RESOLVED FURTHER that the Board of Directors be and is hereby authorized to do all the necessary acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Dhampur Sugar Mills Ltd. published this content on 03 August 2017 and is solely responsible for the information contained herein.
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