Texmo Pipes and Products : Extra Ordinary Meeting

Texmo/Sec/2022-23/52	December 06, 2022
To,	To,
Manager (Listing)	The Corporate Relationship Department
National Stock Exchange of India Ltd	Bombay Stock Exchange Ltd,
Exchange Plaza, 5th Floor	25th Floor, New Trading Ring,
Bandra kulra Complex, Bandra (E)	P.J.Tower, Dalal Street,
Mumbai 400051	Mumbai-400001

Ref: Texmo Pipes and Products Limited (ISIN- INE141K01013), BSE Code: 533164, NSE Symbol:

TEXMOPIPES

Sub. : Intimation of Extraordinary General Meeting, Notice of Book Closure and submission of Notice of EGM

Dear Sir/Madam,

The Extraordinary General Meeting of the Company will be held on Wednesday, 28th December, 2022 at 12.30 P.M. through 'Vide Conference' or 'Other Audio Visual Means'. In compliance with Section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has arranged e-voting facility for its members to participate in the business to be transacted at the Extraordinary General Meeting.

Further, in terms of Section 91 of the Companies Act, 2013 and rules made thereunder, the Register of Members and Share Transfer Book will remain closed from 22nd December, 2022 to 28th December, 2022 (both days inclusive) for the purpose of Extraordinary General Meeting.

Pursuant to provisions of Rule 20 of the Companies (Management and Administration) Rules, 2014, the cut-off date for determining the eligibility to vote by electronic means or in the general meeting has been fixed as 21st day of December, 2022.

Further, pursuant to provisions of Regulation 30(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, read with Para A of Part A of Schedule III of said Regulation, please find attached herewith copy of Notice of Extra Ordinary General Meeting of the Company.

This is for the information of the Exchange and Members thereof.

Thanking you.

Yours faithfully,

For Texmo Pipes and Products Limited

Ajay Shrivastava

Company secretary and Compliance Officer

Encl: As above.

EXTRAORDINARY GENERAL MEETING

TEXMO PIPES AND PRODUCTS LIMITED

NOTICE

NOTICE is hereby given that the Extraordinary General Meeting of the Members of TEXMO PIPES AND PRODUCTS LIMITED (CIN: L25200MP2008PLC020852) will be held through Video Conference ("VC") / Other Audio Visual Means ("OAVM") on Wednesday, 28th December, 2022, at 12.30 P.M. (IST) to transact with or without modification(s), as may be permissible, the following business:-

SPECIAL BUSINESS:-

1. TO CONSIDER AND APPROVE RE-APPOINTMENTAND REMUNERATION OF MRS. RASHMI AGRAWAL (DIN: 00316248) AS WHOLE TIME DIRECTOR AND CHAIRPERSON 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 THAT pursuant to provisions of Section 196, 197, 198 and 203 read with Schedule - V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any 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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, and the Articles of Association of the Company and on recommendation of Nomination and Remuneration Committee to the Board of Directors (Board) and approval thereof by the Board, approval of the members of the Company be and is hereby accorded to re-appoint Mrs. Rashmi Agrawal (DIN: 00316248), as Whole Time Director of the Company, for a period of five years with effect from 1st September, 2023 to 31st August, 2028 on the remuneration and perquisites set out hereunder with liberty to the Board (which term shall include any committee constituted by the Board) from time to time to alter the said terms and conditions and to revise upwards the salary and perquisites as herein mentioned in such manner as may be decided by the Board in the best interest of the Company and as may be permissible at law viz:-:

1. Salary- Monthly basic salary of Rs. 13,795/- (Rupees Thirteen Thousand Seven Hundred and Ninety Five only)
2. Allowances / Benefits / Perquisites

1. The Whole Time Director shall be paid House Rent Allowance equivalent to 40% of basic salary i.e. Rs. 5,518/- p.m.
2. Other Perquisites / Allowances:-

1. Medical Allowance 10% of basic Salary i.e. Rs. 1,380/-p.m.

	TEXMO PIPES AND PRODUCTS LIMITED			EXTRAORDINARY GENERAL MEETING

1. 1. Tours and Travel Allowance: Rs. 2,33,792/- p.m.
   2. Entertainment Allowance: Rs. 233,792/- p.m.
   3. Canteen Allowance: Rs. 233,792/- p.m.
   4. Performance Allowance: Rs. 77,931/- p.m.
   5. Leave Travel Concession for self and family once in a year incurred in accordance with the Rules of the Company applicable to Senior Management Staff / Personnel of the Company.
   6. Medical and Personal Accident Insurance.
   7. Reimbursement of membership fees /subscription, subject to a maximum of two clubs in India.
   8. Conveyance: The Company shall provide suitable conveyance facilities as per requirements.
   9. Telecom / Computer facilities: The Company shall provide telecom / computer facilities as per requirements.
   10. Premium for payment of Employer-Employee Insurance taken by the Company: Rs. 7,23,728/- per annum, for pay-term of 10 years which will be paid by the Company and the said insurance cover shall be assigned in favour of Mrs.. Rashmi Agrawal, Whole Time Director (DIN: 00316248) of the Company.
2. (i) Contribution to Provident fund, superannuation fund or annuity fund as per the Rules of the Company to the extent these either singly or put together do not exceed the limit laid down under the Income Tax Act, 1961 or under any statutory modification or re- enactment thereof;
3. 1. Gratuity payable at a rate not exceeding half a month's salary for each completed year of service, For the purposes of Gratuity, Provident Fund, Superannuation and other like benefits, the service of the Whole Time Director will be considered continuous service with the Company and change of designation or renewal of appointment will not be considered as any break in service.
   2. Leave on full pay and allowances but not exceeding one month's leave for 11 month's service, encashment of unavailed earned leave as per Rules of the Company and / or at the end of the tenure being permitted.
   3. Expenses or Reimbursement of entertainment and other business promotion expenses actually incurred by the Whole Time Director in the course of business of the Company.

In the event of loss or inadequacy of profits of the Company in any year, the Whole Time Director shall be entitled to payment by way of salary and perquisites as specified above subject to the restrictions specified in Schedule V to the Act.

The Company shall pay to the Whole Time Director compensation for loss of office, or as consideration for loss of office or retirement from office or in connection with such loss or retirement, in accordance with the provisions of Section 191 and 202 of the Act.

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	TEXMO PIPES AND PRODUCTS LIMITED			EXTRAORDINARY GENERAL MEETING

Either party shall be entitled to terminate the appointment by giving 90 days notice in writing to the other. The Whole Time Director shall not be entitled to Sitting Fees for attending meetings of the Board of Directors of the Company or any Committee or Committees thereof.

RESOLVED FURTHER THAT further to approval by the members for the appointment and remuneration payable to Mrs. Rashmi Agrawal (DIN: 00316248), Whole Time Director of the Company at the 13th Annual General Meeting held on 29th September, 2021, the structure of remuneration component as above stated in point 1 and 2 be and is hereby reviewed and taken note of, as approved by the Board on recommendation of the Nomination and Remuneration Committee of the Board in their meeting held on November 14, 2022, which is within the total limit of remuneration approved by the members in their meeting held on 29th September, 2021, for their existing term till 31st August, 2023;

RESOLVED FURTHER THAT on the recommendation of the Nomination and Remuneration Committee and approval thereof by the Board in their meeting held on November 14, 2022, the remuneration payable to Mrs. Rashmi Agrawal, Whole Time Director of the Company, as detailed in point 1 and 2, be and is hereby approved for a period of three years, for the subsequent period of her re-appointment effective from 1st September, 2023 to 31st August, 2026;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorise to vary or change the structure of remuneration component on recommendation of the Nomination and Remuneration Committee of the Board, as and when reviewed by the Company or under any law for the time being in force, which shall be within the limit of total remuneration approved for their appointment;

RESOLVED FURTHER THAT subject to approval of members of the Company, where in any financial year during the currency of the tenure of Mrs. Rashmi Agrawal, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites as specified above subject to the restrictions set out in Schedule V of Companies Act, 2013;

RESOLVED FURTHER THAT, the Board of Directors be and are hereby authorized to increase and / or vary the terms and conditions aforesaid within the limitations specified in that behalf in Schedule V to the Act or any statutory modification or re-enactment thereof for the time being in force or otherwise as may be permissible at law;

RESOLVED FURTHER THAT the Whole Time Director shall be liable to retire by rotation as long as he continues to be Whole Time Director of the Company.

AND RESOLVED LASTLY THAT the Board of Directors be and are hereby authorized to take all such steps as may be necessary, desirable or expedient to give effect to this Resolution."

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	TEXMO PIPES AND PRODUCTS LIMITED			EXTRAORDINARY GENERAL MEETING

2. TO CONSIDER AND APPROVE RE-APPOINTMENTAND REMUNERATION OF MR. SANJAY KUMAR AGRAWAL (DIN: 00316249) AS A 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 provisions of Section 196, 197, 198 and 203 read with Schedule-V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any 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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, and the Articles of Association of the Company and on recommendation of Nomination and Remuneration Committee to the Board of Directors (Board) and approval thereof by the Board, approval of the members of the Company be and is hereby accorded to re-appointMr. Sanjay Kumar Agrawal (DIN: 00316249), as Managing Director of the Company, for a period of five years with effect from 1st September, 2023 to 31st August, 2028 on the remuneration and perquisites set out hereunder with liberty to the Board (which term shall include any committee constituted by the Board) from time to time to alter the said terms and conditions and to revise upwards the salary and perquisites as herein mentioned in such manner as may be decided by the Board in the best interest of the Company and as may be permissible at law viz:-:

1. Salary- Monthly basic salary of Rs. 13,795/- (Rupees Thirteen Thousand Seven Hundred and Ninety Five only)
2. Allowances / Benefits / Perquisites
3. 1. Housing - Rent free furnished residential accommodation. In case, no accommodation is provided by the Company, the Managing Director shall be paid House Rent Allowance equivalent to 40% of basic salary i.e. Rs. 5,518/-
   2. Other Perquisites / Allowances

i.Medical Allowance 10% of basic Salary i.e. Rs. 1,380/-p.m. ii. Tours and Travel: Rs. 7,43,792/-p.m.

1. Entertainment Allowance: Rs. 7,43,792/-p.m.
2. Canteen Allowance: Rs. 7,43,792/-p.m.
3. Performance Allowance: Rs. 2,47,931/- p.m.
4. Leave Travel Concession for self and family once in a year incurred in accordance with the Rules of the Company applicable to Senior Management Staff / Personnel of the Company.
5. Medical and Personal Accident Insurance.

1. Reimbursement of membership fees /subscription, subject to a maximum of two clubs in India.
2. Conveyance: The Company shall provide suitable conveyance facilities as per
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