Criteria for making payments to Non-executive Directors

Shareholders of the Company passed the following resolution in the 23rd Annual General Meeting of Members of Pokarna Limited, held on Monday, 15th September, 2014, at 10.30 a.m., at Hotel Vivanta, by Taj, opp. Hyderabad Public School, Begumpet, Hyderabad, Telangana State, India, based on which the Company makes payment to Non-executive Directors:


“RESOLVED THAT pursuant to Section 197, 198 and all other applicable provisions of the Companies Act, 2013, provisions of Listing agreement and the Articles of Association of the Company, in addition to sitting fees being paid/payable for attending the meetings of the Board of Directors of the Company and committees thereof, the Company be and is hereby authorized to pay to its Directors (other than a Managing Director(s) and whole-time Director(s) of the Company) for a period of three years commencing from April 1, 2014, such commission as the Board of Directors may from time to time determine (to be divided amongst them in such proportion as may be determined by the Board of Directors from time to time and in default of such determination equally), but so that such commission shall not exceed 1% of the net profits of the Company in any financial year (computed in the manner provided in Section 198 of the Companies Act, 2013) plus service tax at applicable rate.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine the precise quantum of commission payable to each of such Non-executive Independent Directors of the Company on a year to year basis and to take such steps as may be necessary, desirable or expedient to give effect to this resolution”.