NOTICE IS HEREBY GIVEN THAT

Transcription

1 NOTICE NOTICE IS HEREBY GIVEN THAT 01 st EXTRA ORDINARY GENERAL MEETING OF OF MEMBERS OF INTEX TECHNOLOGIES (INDIA) LIMITED WILL BE HELD ON TUESDAY, THE 18 TH DAY OF AUGUST, 2015 COMMENCED AT 11:30 A.M. AND CONCLUDED AT 02:00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT D-18 / 2, OKHLA INDUSTRIAL AREA, PHASE II, NEW DELHI TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS 1. To approve investment limit up to Rs. 500 crore and loan/ guarantee/ security in connection to loan up to Rs. 500 crore and in this regard to consider and if thought fit, to pass, with or without modification(s) the following resolution as Special Resolution: RESOLVED THAT pursuant to Section 179, 186 and other applicable provisions, if any, of the Companies Act, 2013, consent of members of the company be and is hereby accorded to: a) Make investment and acquire by way of subscription, purchase or otherwise, securities of any other body corporate and/or in trust, provided that the total amount of such investments outstanding at any time shall not exceeds Rs. 500 crore; b) Give loan to any person or body corporate or give any guarantee or provide security in connection with a loan to any other person or body corporate, provided that the aggregate amount of such loan, investment and guarantee outstanding at any time shall not exceeds Rs. 500 crore. RESOLVED FURTHER THAT the Board or a duly constituted Committee thereof be and is hereby authorized to decide and finalize the terms and conditions while making investment within the aforesaid limits as mentioned in clause (a) including the power to transfer, lien and dispose of the investments so made, from time to time, and to execute all deeds, documents and other writings and to do all such acts, deeds and matters and things as may be required and expedient for implementing and giving effect to this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to decide and finalize the terms and conditions while giving loan to any person or body corporate or giving guarantee or providing security in connection with a loan to any other person or body corporate within the aforesaid limits as mentioned in clause (b) and to execute all deeds, documents and other writings and to do all such acts, deeds and matters and things as may be required and expedient for implementing and giving effect to this resolution. 2. To authorize Board of Directors to borrow and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT in supersession of the Special Resolution passed by members of the Company in the Annual General Meeting held on and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, consent of members of the Company be and is hereby accorded to Board of Directors (including any Committee which the Board may have constituted or may hereinafter constitute to exercise the

2 power conferred by this Resolution) to borrow, from time to time, any amount, secured or unsecured, as it may deem requisite for the purpose of business of the Company, notwithstanding that the amount to be borrowed together with the amount already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company s bankers in the ordinary course of business) would exceed the aggregate of paid-up share capital and free reserves of the company, provided that the amount to be borrowed together with the amount already borrowed by the Company shall not at any time exceed Rupees 2000 Crore (Rupees Two Thousand Crore only) or the aggregate of paid up share capital and free reserves of the Company, whichever is higher. RESOLVED FURTHER THAT Board of Directors (including any Committee which the Board may have constituted or may hereinafter constitute to exercise the power conferred by this Resolution), be and is hereby authorized to do all such acts, deeds and things, and to execute all such documents, instruments and writings as may be required to give effect to this resolution. 3. To approve for creation of charge on properties of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s) the following resolution as Special Resolution: RESOLVED THAT in supersession of resolution passed at the Extra Ordinary General Meeting of the Company held on 02 nd March, 2015 and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, consent of members of the Company be and is hereby accorded to the Board of Directors (including any Committee which the Board may have constituted or may hereinafter constitute to exercise the power conferred by this Resolution) to mortgage, hypothecate, pledge and/ or charge, including and/ or in addition to mortgage, hypothecation, pledge and/or charge already created on all or any of the movable and/ or immovable properties of the Company (both present and future) and/or any other assets or properties, either tangible or intangible, of the Company and/ or the whole or part of any of the undertaking of the Company, for securing the borrowing availed or to be availed by the Company, by way of loans or otherwise, in foreign currency or in Indian currency, from time to time upto Rs Crores (Rupees Two Thousand Crores Only) (apart from temporary loans obtained from the Company s bankers in the ordinary course of business). RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee which the Board may have constituted or may hereinafter constitute to exercise the power conferred by this Resolution) be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. 4. To approve revision of remuneration of Mr. Narendra Bansal and in this regard to consider and if thought fit, to pass, with or without modification the following resolution as Special Resolution: RESOLVED THAT in partial modification of Board Resolution dated which was duly approved by members of the Company at Extra Ordinary General Meeting held on for the revision in payment of remuneration w.e.f and pursuant to the provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of shareholders of the Company be and is hereby accorded to upward

3 revision of remuneration of Mr. Narendra Bansal (DIN: ), Chairman & Managing Director upto 3 years w.e.f as mentioned hereunder and the remuneration may be revised as per policy of the company and subject to applicable provisions of the Companies Act, 2013 and Rules framed therein, amended from time to time: a) Gross remuneration of Rupees 2,01,00,000/- (Rupees Two crore one lac only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. RESOLVED FURTHER THAT in addition to fixed remuneration as above, Mr. Narendra Bansal (DIN: ), Chairman & Managing Director shall be entitled to 5.75 percent of the net profits of the company computed under section 198 of the Companies Act, 2013 and the amount of commission shall be payable based on monthly profitability and final adjustment shall be done in commission for last month as per audited accounts of the Company. RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution. 5. To approve revision of remuneration of Mr. Keshav Bansal and in this regard to consider and if thought fit, to pass, with or without modification the following resolution as Special Resolution: RESOLVED THAT in partial modification of Board Resolution dated which was duly approved by member of the Company at Annual General Meeting held on for the revision in payment of remuneration w.e.f and pursuant to provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of shareholders of the Company be and is hereby accorded for revision of remuneration of Mr. Keshav Bansal (DIN: ), Whole time Director, upto 3 years w.e.f as mentioned hereunder and the remuneration may be revised as per policy of the Company and subject to applicable provisions of the Companies Act, 2013 and Rules framed therein, amended from time to time: a) Gross remuneration of Rs. 5,00,000 (Rupees Five lac only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.

4 6. To approve revision of remuneration of Mr. Atul Jain and in this regard to consider and if thought fit, to pass, with or without modification the following resolution as Special Resolution: RESOLVED THAT in partial modification of Board Resolution dated which was duly approved by member of the Company at Annual General Meeting held on for the revision in payment of remuneration w.e.f and pursuant to provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of shareholders of the Company be and is and is hereby accorded for revision of remuneration of Mr. Atul Jain (DIN: ), Whole time director & CFO, upto 3 years w.e.f as mentioned hereunder and the remuneration may be revised as per policy of the Company and subject to applicable provisions of the Companies Act, 2013 and Rules framed therein, amended from time to time: a) Gross remuneration of Rs. 3,73,618 (Rupees Three lac seventy three thousand six hundred eighteen only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution. 7. To approve revision of remuneration of Ms. Nidhi Sardana and in this regard to consider and if thought fit, to pass, with or without modification the following resolution as Special Resolution: RESOLVED THAT in partial modification of Board Resolution dated which was duly approved by member of the Company at Annual General Meeting held on for the revision in payment of remuneration w.e.f and pursuant to provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of shareholders of the company be and is hereby accorded for revision of remuneration of Ms. Nidhi Sardana (DIN: ), Whole time director, upto 3 years w.e.f as mentioned hereunder and the remuneration may be revised as per policy of the Company and subject to applicable provisions of the Companies Act, 2013 and Rules framed therein, amended from time to time: a) Gross remuneration of Rs. 3,70,342 (Rupees Three lac seventy thousand three hundred forty two only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure.

5 RESOLVED FURTHER THAT the Company Secretary of the Company be and is hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution. By Order of the Board For Intex Technologies (India) Limited Date: Place: New Delhi Sd/- Karmveer Company Secretary Registered office: D-18 / 2, Okhla Industrial Area, Phase-II, New Delhi Tel: , Fax , Website: intex.in E- Mail: karmveer@intex.in CIN: U72300DL1996PLC075672

6 NOTES: 1. A member entitled to attend and vote at the Extra Ordinary General Meeting (the Meeting ) is entitled to appoint a proxy to attend and vote on a poll instead of him and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, should be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. Members and Proxies should bring the attendance slip duly filled for attending the meeting. Corporate members are requested to send a duly certified copy of the board resolution, pursuant to Section 113 of the Companies Act, 2013, authorizing their representative to attend and vote at the Extra Ordinary General Meeting. 3. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the special business under Item No. 1 to 7 of the Notice, is annexed hereto. 4. Members are requested to notify change in address, if any, immediately to the Company. 5. Members who have not registered their addresses so far are requested to register their e- mail address for receiving all communication including Annual Report, Notices, Circulars and other communications from the Company electronically. 6. All documents referred to in the accompanying notice are open for inspection at the registered office of the Company during the office hours on all working up to the date of the Extra-Ordinary General Meeting. 7. Pursuant to Section 101 of the Companies Act, 2013 consent of members to hold the Extra- Ordinary General meeting at shorter period notice is obtained by the company. 8. The route map of venue of above mentioned Extra-ordinary General Meeting is attached herewith.

7 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice: ITEM NO. 1 In view of increased turnover and profitability during past years, sometime the Company may have spare funds. For better utilization of these liquid funds in the hands of the Company, it may be invested into securities. It may also utilize for giving loan, guarantee or provide security during course of business in the interest of the Company. Further in terms of special resolution passed at the Extra Ordinary General Meeting held on board of directors of the Company (including any Committee which the Board may have constituted or hereinafter constitute to exercise the power conferred by this resolution) is authorized to invest in securities of any other body corporate not exceeding Rs. 200 crore and give loan or guarantee or provide any security in connection with a loan to any other body corporate not exceeding Rs. 50 crore. Board of Directors in their meeting held on decided to seek approval of shareholders to revise the said limits of investment or give loan, guarantee or provide security exceeding the sixty per cent of paid up capital, free reserves and securities premium account or one hundred per cent of free reserves and securities premium account whichever is more. Section 186 of the Companies Act, 2013 provides that board of directors of a company may invest, give loan, guarantee and provide security to other body corporates and/or in trust exceeding sixty percent of it s paid up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium, whichever is more, if authorized by passing special resolution in general meeting of the company. In view of better utilization of funds available with the Company it is proposed to pass enabling resolution authorizing board of directors of the company to make investment or give loan, guarantee or provide security within the limits as mentioned in proposed resolution. None of the other Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution. The Board commends the Special Resolution set out at Item No. 1 of the Notice for approval by the shareholders. ITEM NO. 2 In terms of Special Resolution passed at the Annual General Meeting held on board of directors of your Company is authorised to borrow from time to time to borrow any amount (apart from temporary loans obtained from the Company s bankers in the ordinary course of business), secured or unsecured, provided that the total amount which may be borrowed together with the amount already borrowed by the Company shall not exceed the sum of Rs crore (Rupees One Thousand crore Only) outstanding at any point of time.

8 Section 180 of the Companies Act, 2013 provides that board of directors of a company may borrow any amount exceeding it s paid up capital and free reserves if authorised by passing special resolution in general meeting of the company. Accordingly it is proposed to authorise board of directors of your Company or any Committee thereof to borrow from time to time any amount, secured or unsecured, as it may deem requisite for the purpose of the business of the Company, notwithstanding that the amount to be borrowed together with the amount already borrowed by the Company (apart from temporary loans obtained from the Company s bankers in the ordinary course of business) would exceed the aggregate of the paid-up share capital of the Company and its free reserves, provided that the total amount which may be borrowed shall not exceed the sum of Rs. 2,000 crore (Rupees Two Thousand Crore only) outstanding at any point of time. Copy of documents referred in proposed resolution shall remain open for inspection by the members at the Registered Office of the Company during normal business hours on any working day. None of the Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution. The Board commends the Special Resolution set out at Item No. 2 of the Notice for approval by the shareholders. ITEM NO. 3 The member of the Company at their Extra Ordinary General Meeting held on 02 nd March, 2015 had passed a special resolution under Section 180(1)(a) of the Companies Act, 2013 Company to create mortgage, hypothecation, pledge and/or charge the movable and/or immovable properties of the Company towards the borrowings availed or to be availed by the Company under said provisions upto Rs crore. Moreover validity of the resolution passed by member of the Company on 02 nd March, 2015 is not sufficient to secure the further borrowings upto Rs crore. Therefore the borrowings are required to be secured by way of mortgage, hypothecation, pledge and/ or charge on all or any of the movable and/ or immovable properties of the Company (both present and future) and/or any other assets or properties, either tangible or intangible, of the Company and/ or the whole or part of any of the undertaking of the Company, in favor of lender(s) from time to time. Copy of documents referred in proposed resolution shall remain open for inspection by the members at the Registered Office of the Company during normal business hours on any working day. None of the Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution. The Board recommends passing of the Special Resolution set out at Item No 3 of the Notice. ITEM NO. 4 Mr. Narendra Bansal is holding office as Chairman and Managing Director of the Company in terms of

9 appointment approved by the members at annual general meeting of the company held on for five years w.e.f Remuneration of Mr. Narendra Bansal was approved for a period of three years from w.e.f In view of the overall growth of company under leadership of Mr. Narendra Bansal the Company has achieved extraordinary growth in performance in a fiercely competitive environment, realized primarily through management interventions led by Mr. Narendra Bansal. Significant improvements were noted in sales turnover, product mix, cost reduction, operational efficiencies and bottom line figures. In the previous FY , Company had achieved the turnover of Rs (as compare to previous turnover of Rs crore of financial year ) and earned profit before tax of Rs crore (as compare to previous profit before tax of Rs crore of financial year ). Further under his guidance the Company has also successfully explored opportunities in various new products and with his consistent strategic efforts the Company has ranked at third position in the survey of IDC conducted in October-December 2014 and in January 2015 the Company has ranked No. 1 in the import of smartphones. Due to consistent efforts of Mr. Narendra Bansal, the Company is expecting profit before tax over Rs. 550 crore during the financial year It is informed to the Board that as per Rule 7 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 and Schedule V of the Companies Act, 2013, the Company being an unlisted company has no bar in making payment of remuneration to its managing director and whole time directors even beyond ceiling limits i.e. 10% of the net profit as computed under Section 198 of the Companies Act, 2013 subject to approval of shareholders of the Company. However the proposed remuneration as mentioned in the resolution is within said limits. Remuneration of Mr. Narendra Bansal was previously revised w.e.f In view of the aforesaid facts, the Board of Directors of the Company at their Meeting held on 29 th July, 2015 on the recommendations of the Nomination and Remuneration Committee had approved the revision of remuneration of Mr. Narendra Bansal as set out in the Resolution. Mr. Narendra Bansal may be deemed to be concerned or interested, financially or otherwise, in respect of his revision in remuneration. Mr. Keshav Bansal, Director of the Company, is relative of Mr. Narendra Bansal and their other relatives, to the extent of their shareholding interest in the Company, if any, may be deemed to be concerned or interested in the revision of remuneration of Mr. Narendra Bansal. Save and except as above, none of the other Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution. STATEMENT PURSUANT TO CLAUSE (B) OF SECTION II OF PART-II OF SCHEDULE V OF THE COMPANIES ACT, 2013 I. GENERAL INFORMATION: 1. Nature of Industry. Trading industry in IT hardware, consumer electronics, mobile and related products.

10 2. Date or Expected Date of Commencement of Commercial Production. 3. In case of New Companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus. 4. Financial performance based on given indicators. 5. Export performance based on given indicators. 6. Foreign Investments or Collaborators, if any. 14 th February, 1996 Not Applicable Particulars (Rs. in lacs) (Rs. in lacs) Total Income Profit Before Tax, Finance Cost and Depreciation Depreciation Finance cost Profit Before Tax Tax Profit After Tax Equity Capital (face value Rs. 10) Earnings per Share (Rs.) Particular (Rs. in lacs) (Rs. in lacs) Foreign Exchange Earning Foreign Exchange Outgo The Company did not have any foreign investments or collaborations. II. INFORMATION ABOUT THE APPOINTEE: 1. Background Details Mr. Narendra Bansal is Bachelor in Commerce. He started the business with one item of Ethernet card. With his consistent efforts, dedication and experience, Intex expanded rapidly and is now one of the India's fastest growing 200 IT companies. 2. Past Remuneration: Details of past remuneration paid to Mr. Narendra Bansal is mentioned herein below:

11 Period Remuneration Paid (Rs. Lacs) For For Recognition or awards: Mr. Narendra Bansal is well recognized for his leadership, visionary, and entrepreneur skills in managing business activities and has been efficiently managing overall affairs of the Company. 4. Job Profile and his suitability: In the capacity of Chairman and Managing Director of the Company Mr. Narendra Bansal shall be responsible for defining and executing business strategy, strengthening governance practices and providing overall leadership to the Company s operations or such other roles and responsibilities as may be assigned to him by the Board from time to time. 5. Remuneration proposed: a) Gross remuneration of Rs. 2,01,00,000/- (Rupees Two crore one lac only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. RESOLVED FURTHER THAT in addition to fixed remuneration as above, Mr. Narendra Bansal shall be entitled to 5.75 percent of the net profits of the company computed under section 198 of the Companies Act, 2013 and the amount of commission shall be payable based on monthly profitability and final adjustment shall be done in commission for last month as per audited accounts of the company. 6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person. Since the Company is involved in variety of products ranging from IT peripheral products to Electronic items and mobile handsets, it would not be possible to compare the remuneration payable in similar type of Industry. 7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. Mr. Narendra Bansal is holding more than 95% of the equity share capital of the company. In addition to above, his relatives are also holding shares in the company. Company has also entered into related party transaction for sale, purchase of goods and material from firm or companies in which he is interested. Accordingly he may be deemed having pecuniary relation, directly and indirectly, with the company.

12 III. OTHER INFORMATION : 1. Reasons of Loss or Inadequate Profits: Company is primarily engaged in trading activities in IT hardware, consumer electronics, mobile and other related products, wherein margins remain stretched. Further in view of imported material due to fluctuations in foreign exchange currency also affects the margins of the Company. 2. Steps taken or proposed to be taken for improvement: Focus has been placed on promotion and marketing of products so as to increase the sales turnover of the Company and efforts are being made to reduce overheads and fixed costs as compared to variable costs and this will result into increase in profits of the Company. 3. Expected increase in productivity and profits in measurable terms: Looking at the past performance and efforts being made during the year, the Company is expecting around two hundred per cent increase in the sales turnover and profits of the Company during the year IV. REASONS AND JUSTIFICATION FOR PAYMENT BEYOND LIMITS SPECIFIED IN SCHEDULE V: Mr. Narendra Bansal has pivotal role in the overall performance of the Company by defining and executing business strategy, strengthening governance practices and providing overall leadership to the company. Considering his overall contribution in the growth of the Company, the proposed remuneration is reasonable keeping in view his qualification, experience and contribution in growth of the Company. The documents related to appointment and remuneration of Mr. Narendra Bansal shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day. The Board commends the Special Resolution set out at Item No. 4 of the Notice for approval by the shareholders. ITEM NO. 5 Mr. Keshav Bansal was appointed as whole time director of the Company w.e.f He has within a short span of time of association with the Company, played pivotal role in strategic planning of business promotional activities and due to which sales turnover of the Company has substantially increased by 82.17% in financial year Remuneration of Mr. Keshav Bansal was previously revised w.e.f In view of the aforesaid facts, the Board of Directors of the Company at their Meeting held on 29 th July, 2015 on the recommendations of the Nomination and Remuneration Committee had approved the revision of remuneration of Mr. Keshav Bansal as set out in the Resolution.

13 Mr. Keshav Bansal may be deemed to be concerned or interested, financially or otherwise, in respect of his revision in remuneration. Mr. Narendra Bansal, Chairman & Managing Director of the Company, is relative of Mr. Keshav Bansal and their other relatives, to the extent of their shareholding interest in the Company, if any, may be deemed to be concerned or interested in the appointment of Mr. Keshav Bansal. Save and except as above, none of the other Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution. STATEMENT PURSUANT TO CLAUSE (B) OF SECTION II OF PART-II OF SCHEDULE V OF THE COMPANIES ACT, 2013 II. GENERAL INFORMATION: 1. Nature of Industry. Trading industry in IT hardware, consumer electronics, mobile and related products. 2. Date or Expected Date of Commencement of Commercial Production. 3. In case of New Companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus. 4. Financial performance based on given indicators. 5. Export performance based on given indicators. 14 th February, 1996 Not Applicable Particulars (Rs. in lacs) (Rs. in lacs) Total Income Profit Before Tax, Finance Cost and Depreciation Depreciation Finance cost Profit Before Tax Tax Profit After Tax Equity Capital (face value Rs. 10) Earnings per Share (Rs.) Particular (Rs. in lacs) (Rs. in lacs) Foreign Exchange Earning

14 Foreign Exchange Outgo Foreign Investments or Collaborators, if any. The Company did not have any foreign investments or collaborations. II. INFORMATION ABOUT THE APPOINTEE: 1. Background Details Mr. Keshav Bansal is a qualified Bachelor of Business Administration. He has a good entrepreneur skill of managing and promoting business activities. He has within a short span of time of association with the Company, played pivotal role in strategic planning of business promotional activities and due to which sales turnover of the company has substantially increased. 2. Past Remuneration: Past remuneration paid to Mr. Keshav Bansal during previous year was Rupees lac. 3. Recognition or awards: Mr. Keshav Bansal started his career in the Company and during his short contributed significantly in the overall growth of the Company. 4. Job Profile and his suitability: In the capacity of Whole Time Director of the Company Mr. Keshav Bansal shall be responsible for assisting marketing and such other roles and responsibilities as may be assigned to him by the Board from time to time. 5. Remuneration proposed: a) Gross remuneration of Rs. 5,00,000 (Rupees Five lakh only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. d) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person. Since the Company is involved in variety of products ranging from IT peripheral products to Electronic items and mobile handsets, it would not be possible to compare the remuneration payable in similar type of Industry.

15 e) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. Mr. Keshav Bansal is having pecuniary relationship with the Company as his relatives are holding significant shareholding in the Company and also entered into contracts for sale, purchase of goods and material from firm or companies in which he is interested. Accordingly he may be deemed having pecuniary relation, directly and indirectly, with the Company. II. OTHER INFORMATION : 1. Reasons of Loss or Inadequate Profits: Company is primarily engaged in trading activities in IT hardware, consumer electronics, mobile and other related products, wherein margins remain stretched. Further in view of imported material due to fluctuations in foreign exchange currency also affects the margins of the Company. 2. Steps taken or proposed to be taken for improvement: Focus has been placed on promotion and marketing of products so as to increase the sales turnover of the Company and efforts are being made to reduce overheads and fixed costs as compared to variable costs and this will result into increase in profits of the Company. 3. Expected increase in productivity and profits in measurable terms: Looking at the past performance and efforts being made during the year, around two hundred per cent increase in the sales turnover and profits of the company during the year III. REASONS AND JUSTIFICATION FOR PAYMENT BEYOND LIMITS SPECIFIED IN SCHEDULE V: Considering contribution of Mr. Keshav Bansal, the proposed remuneration is reasonable keeping in view his qualification, experience and contribution in growth of the Company. Approval of shareholders by way of special resolution is required for appointment and remuneration of Mr. Keshav Bansal. The documents related to appointment and remuneration of Mr. Keshav Bansal shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day. The Board commends the Special Resolution set out at Item No. 5 of the Notice for approval by the shareholders. ITEM NO. 6 Mr. Atul Jain was appointed as whole time director and CFO of the Company w.e.f and respectively. He has given valuable contribution to the Company in controlling of the expenses and improvement in the overall financial performance of the Company. Remuneration of Mr. Atul Jain was previously revised w.e.f

16 In view of the aforesaid facts, the Board of Directors of the Company at their Meeting held on 29 th July, 2015 on the recommendations of the Nomination and Remuneration Committee had approved the revision of remuneration of Mr. Atul Jain as set out in the Resolution. Mr. Atul Jain may be deemed to be concerned or interested, financially or otherwise, in respect of his revision in remuneration. Save and except as above, none of the other Directors or Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution. STATEMENT PURSUANT TO CLAUSE (B) OF SECTION II OF PART-II OF SCHEDULE V OF THE COMPANIES ACT, 2013 III. GENERAL INFORMATION: 1. Nature of Industry. Trading industry in IT hardware, consumer electronics, mobile and related products. 2. Date or Expected Date of Commencement of Commercial Production. 3. In case of New Companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus. 4. Financial performance based on given indicators. 5. Export performance based on given indicators. 14 th February, 1996 Not Applicable Particulars (Rs. in lacs) (Rs. in lacs) Total Income Profit Before Tax, Finance Cost and Depreciation Depreciation Finance cost Profit Before Tax Tax Profit After Tax Equity Capital (face value Rs. 10) Earnings per Share (Rs.) Particular (Rs. in lacs) (Rs. in lacs) Foreign Exchange Earning

17 Foreign Exchange Outgo Foreign Investments or Collaborators, if any. The Company did not have any foreign investments or collaborations. III. INFORMATION ABOUT THE APPOINTEE: 1. Background Details Mr. Atul Jain is a qualified Chartered Accountant having working experience of more than thirty years in finance, accounts and taxation department in various organizations. During the period of his association with the Company he has given valuable contribution to the Company in controlling the expenses and improvement in the overall financial performance of the Company. 2. Past Remuneration: Past remuneration paid to Mr. Atul Jain during previous year was Rupees lac. 3. Recognition or awards: Mr. Atul Jain is well recognized for his entrepreneur skills in managing finance, cost control and has been efficiently managing overall affairs of the Company. 4. Job Profile and his suitability: Mr. Atul Jain is responsible to manage finance, accounts and cost control and other related activities in the Company. He is also holding position as Chief Financial Officer of the Company. Keeping in view his qualification and experience, he is suitable to discharge his duties and responsibilities as whole time director and CFO of the Company. 5. Remuneration proposed: a) Gross remuneration of Rs. 3,73,618 (Rupees Three lac seventy three thousand six hundred eighteen only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. 6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person. Since the Company is involved in variety of products ranging from IT peripheral products to Electronic items and mobile handsets, it would not be possible to compare the remuneration payable in similar type of Industry.

18 7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. Mr. Atul Jain does not have any pecuniary relationship directly or indirectly with the Company or relationship with any managerial personnel. IV. OTHER INFORMATION : 1. Reasons of Loss or Inadequate Profits: Company is primarily engaged in trading activities in IT hardware, consumer electronics, mobile and other related products, wherein margins remain stretched. Further in view of imported material due to fluctuations in foreign exchange currency also affects the margins of the Company. 2. Steps taken or proposed to be taken for improvement: Focus has been placed on promotion and marketing of products so as to increase the sales turnover of the Company and efforts are being made to reduce overheads and fixed costs as compared to variable costs and this will result into increase in profits of the Company. 3. Expected increase in productivity and profits in measurable terms: Looking at the past performance and efforts being made during the year, the Company is expecting around two hundred per cent increase in the sales turnover and profits of the company during the year V. REASONS AND JUSTIFICATION FOR PAYMENT BEYOND LIMITS SPECIFIED IN SCHEDULE V: Mr. Atul Jain has pivotal role in the overall performance of the Company by managing financial activities and controlling the cost. Considering his overall contribution in the growth of the Company, the proposed remuneration is reasonable keeping in view his qualification, experience and contribution in growth of the Company. The documents related to appointment and remuneration of Mr. Atul Jain shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day. The Board commends the Special Resolution set out at Item No. 6 of the Notice for approval by the shareholders. ITEM NO. 7 Ms. Nidhi Sardana was appointed as whole time director by the Board of Directors on She has valuable contribution in planning, development and implementation of strategies relating Consumer Durables & IT vertical of the Company. Remuneration of Ms. Nidhi Sardana was previously revised w.e.f In view of the aforesaid facts, the Board of Directors of the Company at their Meeting held on 29 th July, 2015 on the recommendations of the Nomination and Remuneration Committee had approved the revision of remuneration of Ms. Nidhi Sardana as set out in the Resolution.

19 Ms. Nidhi Sardana may be deemed to be concerned or interested, financially or otherwise, in respect of her revision in remuneration. Save and except Ms. Nidhi Sardana and her relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors or Key Managerial Personnel of the Company and their respective relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution. STATEMENT PURSUANT TO CLAUSE (B) OF SECTION II OF PART-II OF SCHEDULE V OF THE COMPANIES ACT, 2013 I. GENERAL INFORMATION: 1. Nature of Industry. Trading industry in IT hardware, consumer electronics, mobile and related products. 2. Date or Expected Date of Commencement of Commercial Production. 3. In case of New Companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus. 4. Financial performance based on given indicators. 5. Export performance based on given indicators. 6. Foreign Investments or Collaborators, if any. 14 th February, 1996 Not Applicable Particulars (Rs. in lacs) (Rs. in lacs) Total Income Profit Before Tax, Finance Cost and Depreciation Depreciation Finance cost Profit Before Tax Tax Profit After Tax Equity Capital (face value Rs. 10) Earnings per Share (Rs.) Particular (Rs. in lacs) (Rs. in lacs) Foreign Exchange Earning Foreign Exchange Outgo The Company did not have any foreign investments or collaborations.

20 II. INFORMATION ABOUT THE APPOINTEE: 1. Background Details Ms. Nidhi Sardana is graduated and has total work experience of around 15 years. She is young, motivated, enthusiastic, creative and dynamic personality. She possesses good entrepreneur skills of managing business activities and has been efficiently managing various departments including Consumer Electronics, Retail and Logistics. During her tenure she has played vital role in overall growth of the Company. 2. Past Remuneration: Past remuneration of Ms. Nidhi Sardana during previous year was Rupees lac. 3. Recognition or awards: Ms. Nidhi Sardana is well recognized for her entrepreneur skills of managing business activities and has been efficiently managing various departments including Consumer Electronics, Retail and Logistics. 4. Job Profile and her suitability: Ms. Nidhi Sardana has been efficiently managing various departments including Consumer Electronics, Retail, and Logistics and shall be responsible inter-alia to discharge her duties as may be assigned by the Board from time to time and general management of the Company subject to superintendence and control of the Board of Directors. She is suitably qualified and experienced to look after the duties and responsibilities entrusted to her. 5. Remuneration proposed: a) Gross remuneration of Rupees 3,70,342 (Rupees Three lac seventy thousand three hundred forty two only) per month inclusive of all perks and facilities. b) In addition to fixed gross monthly remuneration as above, 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, Gratuity shall be payable at a rate not exceeding half a month's salary for each completed year of service as applicable under the law; and c) Encashment of leave at the end of the tenure. 6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person. Since the Company is involved in variety of products ranging from IT peripheral products to Electronic items and mobile handsets, it would not be possible to compare the remuneration payable in similar type of Industry. 7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. Ms. Nidhi Sardana does not have any pecuniary relationship directly or indirectly with the Company or relationship with any managerial personnel. III. OTHER INFORMATION : a) Reasons of Loss or Inadequate Profits: Company is primarily engaged in trading activities in IT hardware, consumer electronics, mobile and other related products, wherein margins remain stretched. Further in view of

21 imported material due to fluctuations in foreign exchange currency also affects the margins of the Company. b) Steps taken or proposed to be taken for improvement: Focus has been placed on promotion and marketing of products so as to increase the sales turnover of the Company and efforts are being made to reduce overheads and fixed costs as compared to variable costs and this will result into increase in profits of the Company. c) Expected increase in productivity and profits in measurable terms: Looking at the past performance and efforts being made during the year, the Company is expecting around two hundred per cent increase in the sales turnover and profits of the Company during the year IV. REASONS AND JUSTIFICATION FOR PAYMENT BEYOND LIMITS SPECIFIED IN SCHEDULE V: Ms. Nidhi Sardana has pivotal role in the overall performance of the Company at the top line. Therefore, looking at her valuable contribution to the Company, the proposed remuneration is reasonable keeping in view her qualification, experience and contribution in growth of the Company. The documents related to appointment and remuneration of Ms. Nidhi Sardana shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day. The Board commends the Special Resolution set out at Item No. 7 of the Notice for approval by the shareholders. By Order of the Board For Intex Technologies (India) Limited Date: Place: New Delhi Sd/- Karmveer Company Secretary

22 INTEX TECHNOLOGIES (INDIA) LIMITED CIN: U72300DL1996PLC Regd. Office: D-18 / 2, Okhla Industrial Area, Phase-II, New Delhi Website: Tel: , Fax , ATTENDANCE SLIP 01 st EXTRA-ORDINARY GENERAL MEETING OF I, We hereby accord my/our presence at the 01 ST Extra-ordinary General Meeting of the Company at D-18/2, Okhla Industrial Area, Phase- II, New Delhi on Tuesday, 18 th August, 2015 at 11:30 A.M Member Folio No Member s/ Proxy Name in Capital Letters Members/ Proxy Signature Note: Please complete the Folio No. and name, sign the attendance slip and handover at the attendance verification counter at the meeting hall.

23 PROXY FORM INTEX TECHNOLOGIES (INDIA) LIMITED CIN: U72300DL1996PLC Regd. Office: D-18 / 2, Okhla Industrial Area, Phase-II, New Delhi Website: Tel: , Fax , I, We being the member(s) of Equity Shares of the above named company appoint: 1) Name:.. Address.. ID.. Signature or falling him; 2) Name:.. Address.. ID.. Signature or falling him; As my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 01 ST Extra-ordinary General Meeting of of the Company to be held at D-18/2, Okhla Industrial Area, Phase- II, New Delhi on Tuesday, 18 th August, 2015 at 11:30 A.M. and at any adjournment thereof in respect of such resolutions as are indicated below: Sr. No. RESOLUTIONS FOR AGAINST SPECIAL BUSINESS 1 Special Resolution under Section 179, 186 of the Companies Act, 2013 for increase in investment limits upto Rs. 500 crore and to give loan/guarantee or provide security in connection with loan upto Rs. 500 crore 2 Special Resolution for borrowings upto Rs crore 3 Special Resolution for creation of charge on properties of the Company upto Rs crore 4 Special Resolution for revision of Remuneration of Mr. Narendra Bansal, Chairman & Managing Director 5 Special Resolution for revision of Remuneration of Mr. Keshav Bansal, Whole time Director 6 Special Resolution for revision of Remuneration of Mr. Atul Jain, Whole time Director & CFO 7 Special Resolution for revision of Remuneration of Ms. Nidhi Sardana, Whole time Director

24 Signed this day of Signature of shareholder Affix Revenue Stamp of Rs. 1 Signature of Proxy holder Notes: 1. This form of Proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting. 2. For the resolutions, explanatory statements and Notes, please refer to the Notice of 01 st Extraordinary General Meeting of Please complete all details including details of member(s) in the above box before submission.

25 VENUE ROUTE MAP: Intex Technologies (India) Limited D-18/2 Okhla Industrial Area Phase-II New Delhi