Notice of 59th AGM to the member of Merino Industries Ltd. - 27th September 2024

A notice is hereby given to the members of Merino Industries Ltd. for the 59th AGM, which will take place on Friday, September 27, 2024, at 11:30 a.m. The meeting will be conducted through Video Conference (VC) or Other Audio-Visual Means (OAVM) from the company's Registered Office at 5, Alexandra Court, 60/1, Chowringhee Road, Kolkata-700020, to discuss and conduct the following business matters:

Ordinary Business

• To receive, consider, and adopt the audited financial statements of the Company for FY24, along with the reports of the Board of Directors ("the Board") and the auditors thereon.
  
• To declare a dividend of Rs. 5 per equity share for the FY24
  
• To approve the reappointment of Shri Madhusudan Lohia as a Whole-time Director for a further term of three years, effective from October 1, 2024. His salary will be fixed at ₹18,42,800 per month for the period from October 1, 2024, to March 31, 2025. From April 1, 2025, to September 30, 2027, his salary will range from ₹18,42,800 to ₹22,29,800, with scheduled increments of ₹1,84,280 on April 1, 2026, and ₹2,02,708 on April 1, 2027.
  
• To approve the reappointment of Shri Nripen Kumar Dugar (DIN: 00127790) as Whole-time Director of the Company for an additional term of three years, effective from January 1, 2025. His monthly salary will be ₹6,47,930 for the period from January 1, 2025, to March 31, 2025. From April 1, 2025, to December 31, 2027, his salary will be within the range of ₹7,12,723 to ₹8,62,395, with annual increments of ₹78,400 on April 1, 2026, and April 1, 2027.
  
• To approve the reappointment of Shri Bikash Lohia (DIN: 00154013) as Whole-time Director of the company for a further term of three years, effective from October 1, 2024. His monthly salary will be ₹15,30,700 for the period from October 1, 2024, to March 31, 2025. From April 1, 2025, to September 30, 2027, his salary will range from ₹16,83,800 to ₹20,37,400, with annual increments of ₹1,85,220 due on April 1, 2026, and April 1, 2027.
  

Special Business

• To amend the Articles of Association by modifying clause 90(i) and adding a new clause 97, “Chairman Emeritus,” after clause 96, and to pass this as a Special Resolution, with or without modifications, subject to necessary statutory approvals.
  
• To approve the appointment of Shri Rup Chand Lohia as Chairman Emeritus of the company, with a monthly salary of ₹11,61,100.
  
• To consider and approve the appointment of Shri Prakash Lohia as Chairman & Managing Director of the company, and in this regard, to pass the resolution with or without modifications, as deemed appropriate.
  
• To approve the ratification of the remuneration of ₹60,000 payable to the Cost Auditor, as appointed by the Board of Directors for the financial year 2024-25, in accordance with Section 148 and other applicable provisions of the Companies Act, 2013, by passing the following resolution as an Ordinary Resolution, with or without modifications.
  
• To approve the authority of the Board of Directors to create a mortgage on the company’s properties, and to consider, and if deemed appropriate, to pass the following resolution as a Special Resolution, with or without modifications.
  
• To approve the authority of the Board of Directors to borrow funds on behalf of the company, provided that the total amount borrowed, including any existing borrowings, does not exceed ₹1,250 Cr at any given time. To consider, and if deemed appropriate, pass the resolution as a Special Resolution, with or without modifications.