NOTICE OF EXTRA-ORDINARY GENERAL MEETING...

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICEzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBAis hereby given that an Extra-Ordinary General Meeting of the Members of the Company

will be held at the registered office of the Company atzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA61, Vats Market, Near Shiva Market,

Pitampura, DeLhi-110034 on Saturday, zr' Day of January, 2017 at 11:30 A.M. to transact the

following businesses:

SPECIAL BUSINESSES

ITEM 1 CHANGE IN DESIGNATION OF MR. SANJEEV MITTAL FROM NON-EXECUTIVE DIRECTOR

CUM CHAIRMAN TO EXECUTIVE DIRECTOR CUM CHAIRMAN OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a

SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Article 74 of Articles of Association of the Company

read with Section 152, 196zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA& 197 of the Companies Act 2013 and all other applicable provisions, if

any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for

the time being in force) and rules & regulations made there under, approval of the members of the

company be and is hereby accorded to the change in designation of Mr. Sanjeev Mittal from Non-

Executive Director cum Chairman to Executive Director cum Chairman of the company, liable to

retire by rotation of Directors,zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBAeffective from Ol" January, 2017 as well as the payment of salary,

commission and perquisites (hereinafter referred to as "remuneration") of Rs. 1,50,000/- (Rupees One

Lakh Fifty Thousand only) per month and on such other terms and conditions as per Letter of

Appointment given to Mr. Sanjeev Mittal by the Company.

RESOLVED FURTHER THAT the above remuneration to be paid to Mr. Sanjeev Mittal, shall be

subject to the overall maximum managerial remuneration ceiling as per the provisions of the Section

197 of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 or such other

limits as may be prescribed from time to time.

RESOLVED FURTHER THAT Mr. Gopal Krishan Bansal, Director of the company or Mr. Sunil Jain

Company Secretary of the Company be and are hereby jointly and/or severally authorised to file the

necessary e-forms with Registrar of Companies, NCT of Delhi and Haryana and to do all such acts

and deeds as may be required to give effect to the above resolution.

ITEM 2 CHANGE IN DESIGNATION OF MR. GOPAL KRISHAN BANSAL FROM EXECUTIVE

DIRECTOR TO NON-EXECUTIVE DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an

ORDINARY RESOLUTION:

"RESOLVED THATzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBApursuant to the provisions of section 152, of the Companies Act, 2013 and all

other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification

or re-enactment thereof for the time being in force) and ruleszyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA& regulations made there under,

approval of the members of the Company be and is hereby accorded to the change in designation of

Mr. Gopal Krishan Bansal from Executive Director to Non-Executive Director of the company, liable to

retire by rotation of Directors, effective from oi" January, 2017 on such terms and conditions as per

Letter of Appointment given to Mr. Gopal Krishan Bansal by the Company.

RESOLVED FURTHER THAT Mr. Sanjeev Mittal, Director of the company or Mr. Sunil Jain Company

Secretary of the Company be and are hereby jointly and/or severally authorised to file the necessary

e-forms with Registrar of Companies, NCT of Delhi and Haryana and to do all such acts and deeds as

may be required to give effect to the above resolution.

ITEM 3 INCREASE IN THE REMUNERATION OF MR. MAHESH KUMAR DHANUKA, MANAGING

DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a

SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Articles of Association of the Company read with

Section 196 & 197. of the Companies Act, 2013 and all other applicable provisions, if any, of the

Companies Act, 2013 .(including any statutory modification or re-enactment thereof for the time

being in force) approval of shareholders of the company be and is hereby accorded subject to such

other consents,. approvals and permissions, if any needed, remuneration of Mr. Mahesh Kumar

Dhanuka, Managing Director of the company be and is hereby revised with effect from or' January,

2017 for the remaining period as follows: -zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

Consolidated Salary: Up to a Maximum of Rs. 3,00,000/- (Rupees Three Lakh only) Per Annum

(excluding reimbursement of expenses, if any) which includes the variable pay and perquisites, with

the authority to Board to fix the salary within the said maximum amount from time to time.

RESOLVED FURTHER THAT all other terms and conditions as per the HR policy of the company be

and is hereby applicable.

RESOLVED FURTHER THAT the revised remuneration to be paid to Mr. Mahesh Kumar Dhanuka,

Managing Director of the company, shall be subject to the overall maximum managerial

remuneration ceiling as per the provisions of the Section 197 of the Companies Act, 2013 read with

Schedule V to the Companies Act, 2013 or such other limits as may be prescribed from time to time.

RESOLVED FURTHER THAT Mr. Sanjeev Mittal and Mr. Gopal Krishan Bansal, Directors of the

company or Mr. Sunil Jain Company Secretary of the Company be and are hereby severally

authorised to file the necessary e-forms with Registrar of Companies, NCT of Delhi and Haryana and

to do all such acts and deeds as may be required to give effect to the above resolution.

ITEM 4 APPOINTMENT OF MS. REENA BANSAL AS RELATIONSHIP MANAGER OF THE

COMPANYzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

To consider and, if thought fit to pass, with or without modification(s), the following resolution as a

SPECIAL RESOLUTION:

"RESOLVED THAT in pursuance of provisions of Section 188 and other applicable provisions, if any,

of the Companies Act, 2013 and the rules made there under, including any statutory modification(s)

or re-enactment thereof for the time being in force and as may be enacted from time to time and on

the recommendation/approval of NominationzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA& Remuneration Committee and the Board of

Directors at their respectlve meetlngs held on 23rd

December, 2016 and zs" December, 2016 and

such approvals as may be required, the consent of the Company be and is hereby accorded to

appoint Ms. Reena Bansal, who is relative of Director to hold office or place of profit under the

company with designation as Relationship Manager or with such designation as the Board of

Directors of the company may, from time to time, decide, for her appointment and remuneration of

Rs.75,OOO/- (Rupees Seventy Five Thousand Only) per month (excluding reimbursement of expenses,

if any) as set out in the explanatory statement attached hereto which shall be deemed to form part

hereof with liberty and authority to the Board of Directors to alter and vary the terms and conditions

of the said appointment and remuneration from time to time, within the limits approved by the

Members and subject to such approvals, as may be necessary."

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to

fix the remuneration and other terms and conditions and vary the same from time to time within the

overall limit approved by the members, if any, and to take all such acts that may be required to give

effect to aforesaid resolution."

RESOLVED FURTHER THAT Mr. Sanjeev Mittal and Mr. Gopal Krishan Bansal, Directors of the

company or Mr. Sunil Jain Company Secretary of the company be and are hereby authorized

severally to execute and perform such acts, deeds, matters and things as may be necessary to give

such directions as may be desirable that may arise in giving effect to this resolution."zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

Date: 26.12.2016

Place: Delhi

NOTES:zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTiTlED TO APPOINT

PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF AND A PROXY NEED

NOT BE A MEMBER OF THE COMPANY.zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the

aggregate not more than ten percent of the total share capital of the company. Proxies in order

to be effective, should be duly completed, stamped and must be deposited at the office of the

Company's registrar & share transfer agent- MAS Services Limited having its office situated at T-

34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020, not less than forty-eight

hours before the time for commencement of the meeting or with the company at its registered

office.

2. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, relating to the

Special Businesses to be transacted at the meeting is annexed hereto.

3. Notice of Extra-ordinary General Meeting will be sent to those shareholders/beneficial owners,

whose name will appear in the register of members/list of beneficiaries received from the

depositories as onzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA23rd

December, 2016.

4. Members who hold shares in the Dematerialized form are requested to bring their Client ID and

DP ID numbers for easy identification of attendance at the Extra-ordinary General Meeting.

5. Corporate Members intending to send their authorized representatives to attend the Meeting are

requested to send 'a certified copy of Board resolution authorizing their representative to attend

and vote on their behalf at the Meeting.

6. Members/Proxies should bring their attendance slip duly filled in for attending the meeting.

7. Copies of Notice of EGM along with attendance slip & proxy form are being sent by electronic

mode only to the members whose email addresses are registered with the Company or

Depository Participant(s) for communication purposes unless any member has requested for a

hard copy of the same. For members who have not registered their email addresses, physical

copies of the aforesaid documents are being sent by the permitted mode.

8, Members may also note that the Notice of the Extra-ordinary General Meeting along with

attendance slip & Proxy Form will also be available on the Company's website

www.dhanukacommercial.com for their download. The physical copies of the aforesaid

documents willalso be available at the company's registered office in New Delhi for inspection

during normal business hours on working days. Even after registering for e-communication,

members are entitled to receive such communication in physical form, upon making a request

for the same, by post free of cost. For any communication, the shareholders may also send

requests to the Company's email id: info@dhanukacommerciaLcom; and

[email protected] .

http://www.dhanukacommercial.com

mailto:[email protected]

9. All documents referred to in the accompanying Notice and the Explanatory Statement shall be

open for inspection at the Registered Office of the Company during 10.00 am to 2.00 pm on all

working days except Saturdays, up to and including the date of the Extra-Ordinary General

Meeting of the Company.

By Order of the Board of Directors ofzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

Dhanuka CommerciaL Limited

Date: 26.12.2016

Place: DelhizyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

~SUNIL JAIN

Company Secretary

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENTzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

(Pursuant to Section 102 of the companies Act, 2013)

ITEM NO.1 CHANGE IN DESIGNATION OF MR. SANJEEV MITTAl

The members are apprised that Mr. Sanjeev Mittal who was appointed as Non-Executive Director

cum Chairman of the Company w.e.f. 17th February, 2014 in the EGM held on such date has shown

his willingness to act as Executive Director cum Chairman of the company.

The NominationzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA& Remuneration Committee and Board of Directors in its respective meetings held

on 23-12-2016 & 26-12-2016, after considering vast experience of Mr. Sanjeev Mittal in the fields of

finance, project financing, share market research, Bonds Market & RBI/Banking Matters, general

management and operational aspects of the company, has decided to avail the expertise of Mr.

Sanjeev Mittal on regular basis. Hence, the committee & the Board has proposed to appoint him as

Executive Director cum Chairman of the company at a fixed remuneration of Rs. 150000/-(Rupees

One Lakh Fifty Thousand only) per month and on such other terms and conditions as per Letter of

Appointment given to Mr. Sanjeev Mittal by the Company. The appointment of Mr. Sanjeev Mittal as

such shall take effect from 01st January, 2017 and requires the approval of the Shareholders of the

company by way ofzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBASpecial Resolution passed in the General Meeting as per provisions of section

152, 196, 197 and other applicable provisions, if any, of the Companies Act, 2013.

Based on the recommendation of the Nomination & Remuneration Committee & the Board, the

matter is recommended to the shareholders for their approval for change in designation of Mr.

Sanjeev Mittal from Non-Executive Director cum Chairman to Executive Director cum Chairman of

the company at a fixed remuneration of Rs. 150000/-(Rupees One Lakh Fifty Thousand only) per

month and on such other terms and conditions as per Letter of Appointment.

None of the Directors and/or Key Managerial personnel of the company and their relatives, except

Mr. Sanjeev Mittal and their relatives, are in any way concerned or interested in the proposed

appointment of Mr. Sanjeev Mittal as Executive Director cum Chairman of the company.

The Directors recommend the aforesaid resolution for the approval by the members as Spedal

Resolution.

ITEM NO.2 CHANGE IN DESIGNATION OF MR. GOPAl KRISHAN BANSAL

The members are apprised that Mr. Gopal Krishan Bansal who was appointed as Executive Director of

the Company w.e.f. 25th January, 2014 by the Board of Directors and Members have ratified his

appointment in the EGM held on 1th February, 2014 has shown his willingness to act as Non-

Executive Director of the company.

The Nomination & Remuneration Committee and Board of Directors in its respective meetings held

on 23-12-2016 & 26-12-2016, considered his request and approved the change in designation of Mr.

Gopal Krishan Bansal from Executive Director to Non-Executive Director of the company on the

terms and conditions as specified in the Appointment Letter with effect from O1st

January, 2017.

Hence, the Committee & the Board have proposed to appoint him as Non-Executive Director of the

company. The appointment of Mr. Gopal Krishan Bansal as such shall take effect from oi'' January,

2017 and requires the approval of the Shareholders of the company by way ofzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBAOrdinary Resolution

passed in the General Meeting as per provisions of section 152 and other applicable provisions, if

any, of the Companies Act. 2013.

Based on the recommendation of the Nomination & Remuneration Committee & the Board, the

matter is recommended to the shareholders for their approval for change in designation of Mr.

Gopal Krishan Bansal, from Executive Director to Non-Executive Director of the company on such

terms and conditions as mentioned in the Letter of Appointment.


Mr. Gopal Krishan Bansal and their relatives, are in any way concerned or interested in the proposed

appointment of Mr. Gopal Krishan Bansal as Non-Executive Director of the company.

The Directors recommend the aforesaid resolution for the approval by the members as Ordi.nary

Resolution.zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

ITEM NO.3 INCREASE IN THE REMUNERATION OF MR. MAHESH KUMAR DHANUKA

The members are apprised that Mr. Mahesh Kumar Dhanuka having DIN-00069473 was initially

appointed as the Managing Director of the Company for a period of three years effective fromzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBAIth

February, 2014. Further, he has re-appointed as such for further term of 3 Years effective from 1ih

February, 2017 in the 22ND AGM of the Company held on 11th day of July, 2016.

Since his appointment, the Company has made significant progress under the leadership of Mr.

Mahesh Kumar Dhanuka. The Company's operations have grown multi fold during this period, and

has also achieved profitability.

The Nomination & Remuneration Committee and Board of Directors in its respective meetings held

on 23-12-2016 & 26-12-2016, has considered the matter of revision in the remuneration of Mr.

Dhanuka for the services rendered by him as Managing Director of the company, and keeping in

view his achievements and contributions. recommended to the members increase in his

remuneration by Rs. 10,000/- (Rupees Ten Thousand only) per month so as to revised monthly

remuneration of Mr. Dhanuka comes at Rs. 25,000/- (Rupees Twenty Five Thousand only) per month

effective from O1st January, 2017.

Further, the revision in the remuneration of Mr. Dhanuka requires the approval of shareholders by

way of Special Resolution as per provisions of section 197 and other applicable provisions, if any, of

the Companies Act, 2013. Based on the same, the matter is recommended to Shareholders for their

approval.


Mr. Mahesh Kumar Dhanuka and their relatives, are in any way concerned or interested in the

proposed increment in the remuneration of Mr. Mahesh Kumar Dhanuka as Managing Director of the

company.

The Directors recommend the aforesaid resolution for the approval by the members aszyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBASpecial

Resolution.zyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

ITEM NO.4 APPOINTMENT OF MS. REENA BANSAL AS RELATIONSHIP MANAGER

The members are apprised that the position of Relationship Manager of the company is vacant and

the NominationzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA& Remuneration Committee and Board of Directors in its respective meetings held

on 23-12-2016 & 26-12-2016 have proposed the name of Ms. Reena Bansal to be appointed as

Relationship Manager of the company at remuneration of Rs. 75000/- (Seventy Five Thousand Only)

per month and other terms and conditions as per Letter of Appointment w.e.f. O1st January, 2017. Ms.

Reena Bansal possess the requisite qualifications and experience for the post of Relationship

Manager.

Ms. Reena Bansal is wife of Mr. Gopal Krishan Bansal, Director of the company, so her appointment

to the post shall be approved by the shareholders of the company by way of Ordinary Resolution

subject to the condition that related members shall not vote on this resolution as per the provisions

of Section 188 and other applicable sections, if any, of the Companies Act, 2013.


Ms. Reena Bansal and her husband Mr. Gopal Krishan Bansal and their relatives, are in any way

concerned or interested in the proposed appointment of Ms. Reena Bansal as Relationship Manager

of the company.

The Directors recommend the aforesaid resolution for the approval by the members as Special

Resolution.

Date: 26.12.2016

Place: Delhi

By Order of the Board of Directors ofzyxwvutsrqponmlkjihgfedcbaZYXWVUTSRQPONMLKJIHGFEDCBA

Dhanuka Commercial Limited

~

Company Secretary

ATTENDANCE SLIP

DHANUKA COMMERCIAL LTD


Regd. Office- 61, Vats Market, Near Shiva Market, Pitampura Delhi-110034.

CIN- L30007DL1994PLC260191

Registered Folio No / DP ID - Client ID: ______________________________________________________________

Name & Address of First/Sole Shareholder: ______________________________________________________________

No. of Shares held: __________ ______________________________________________________

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and

hereby record my presence at the Extra-ordinary General Meeting of the Company on Saturday, 21st

day of January, 2017 at 11.30 AM at Registered office of the company situated at 61, Vats Market,

Near Shiva Market, Pitampura, Delhi-110034.

_______________________________________

Signature of Member/Proxy

Notes:

a) Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.

b) Member / Proxy wish to attend the meeting must bring this attendance slip to the meeting and

handover at the entrance duly filled in and signed.

FORM NO- MGT-11

{Pursuant to Section 105(6) of the Companies Act, 2013 and rules 19(3) of the Companies

(Management and Administration) Rules, 2014}


DHANUKA COMMERCIAL LTD Regd. Office- 61, Vats Market, Near Shiva Market, Pitampura Delhi-110034.

CIN- U30007DL1994PLC260191

PROXY FORM

Name of the member (s): .................................................................................................................................................................

Registered Address: ...........................................................................................................................................................................

E-mail Id: ................................................................Folio No. / Client Id: ............................................ DP ID.............................

I/ We, being the member(s) holding ..........................................shares of the above named Company, hereby

appoint Mr ./ Ms....................................................Address:...................................................................................... E-mai l ID:

............................................................................. Signature: .............................................................................. or failing him

Mr ./ Ms....................................................Address:........................................................................................................... E-mail ID:

............................................................................. Signature: .............................................................................. or failing him

Mr ./ Ms.......................................... Address: ................................................................................................................... E-mail ID:

............................................................ Signature: ...........................................

as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the Extra-ordinary

General Meeting of the Company, to be held on the Saturday, 21st day of January, 2017 at 11.30 A.M

at the registered office of the company at 61, Vats Market, Near Shiva Market, Pitampura, Delhi-110034

and at any adjournment thereof in respect of such resolut ions as are indicated below:

Resolut ion No

SPECIAL BUSINESSES

S. No. Particulars

1 Change in designat ion of Mr . Sanjeev Mit tal from Non-Execut ive Director cum Chairman to

Execut ive Director cum Chairman of the company and payment of Remunerat ion.

2 Change in designat ion of Mr . Gopal Kr ishan Bansal from Execut ive Director to Non-Execut ive

Director of the company.

3 Increase in the remunerat ion of Mr . Mahesh Kumar Dhanuka, Managing Director of the

company.

4 Appointment of Ms. Reena Bansal as Relat ionship Manager of the company and payment of

Remunerat ion.

Signed this.................day of …………….............................2017

Signature of Shareholder

Signature of Proxy holder(s)

Affix

Revenue

Stamp

NOTICE OF EXTRA-ORDINARY GENERAL MEETING...

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